AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made
this ___day of August, 2003, by and between Anticline Uranium, Inc.
("Anticline"), a publicly-held, fully reporting corporation incorporated in
Nevada; Lipidviro Tech, Inc., ("Lipidviro"), a privately-held corporation
incorporated in Utah; and the persons listed in Exhibit A hereof who are the
owners of record of all the issued and outstanding common shares and warrants
of LipidViro who execute and deliver this Agreement ("Lipidviro
Stockholders"), based on the following:
Recitals
Anticline wishes to acquire all the issued and outstanding securities of
Lipidviro in exchange for securities of Anticline, in a transaction intended
to qualify as a tax-free exchange pursuant to section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended. The parties intend for this
Agreement to represent the terms and conditions of such tax-free
reorganization, which Agreement the parties hereby adopt. However, neither
party is seeking tax counsel or legal or accounting opinions on whether the
transaction qualifies for tax free treatment.
Agreement
Based on the stated premises, which are incorporated herein by
reference, and for and in consideration of the mutual covenants and agreements
hereinafter set forth, the mutual benefits to the parties to be derived
herefrom, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, it is hereby agreed as follows:
ARTICLE I
EXCHANGE OF STOCK
1.01 Exchange of Shares. On the terms and subject to the conditions
set forth in this Agreement, on the Closing Date (as defined in Section 1.05
hereof), the Lipidviro Stockholders shall assign, transfer, and deliver to
Anticline, free and clear of all liens, pledges, encumbrances, charges,
restrictions, or claims of any kind, nature, or description, all issued and
outstanding shares of common stock and "A" and "B" Warrants of Lipidviro (the
"Lipidviro Common Stock" and the "Lipidviro Warrants", or collectively, the
"Lipidviro securities") held by Lipidviro Stockholders which shares and
warrants shall represent all issued and outstanding shares of Lipidviro common
stock and "A" and "B" Warrants, and Anticline agrees to acquire such
securities on such date by issuing and delivering in exchange therefor an
aggregate of 9,843,750 shares of Anticline common stock, par value $0.001 per
share, (the "Anticline Common Stock") for the Lipidviro common shares, and
1,915,000 "A" Warrants and 1,915,000 "B" Warrants (the "Anticline Warrants")
for the Lipidviro Warrants. The Anticline Warrants shall have the same
rights, terms and obligations as the Lipidviro Warrants, and by the signing
and Closing of this Agreement, Anticline assumes the rights, terms and
obligations of the Lipidviro Warrants as if they were originally Anticline
Warrants, as set forth in paragraph 21 of the Warrant Agreement, a
representative copy of which is attached hereto as Exhibit "B", and such
assumption shall constitute the transfer and exchange of said "A" and "B"
warrants. The Anticline Common Stock and Anticline Warrants shall be issued
pro rata based on the number of Lipidviro Common Shares and Lipidviro Warrants
held and as set forth opposite the Lipidviro Stockholder's respective names in
Exhibit A.
(a) Cancellation of Shares. At the Closing, 5,000,000 shares of
common stock of Anticline issued and outstanding in the name of Lipidviro
Tech, Inc. prior to the effective date of this Agreement shall be cancelled.
1.02 Delivery of Certificates by Lipidviro Stockholders. The transfer
of Lipidviro securities by the Lipidviro Stockholders shall be effected by the
delivery to Anticline at the Closing (as set forth in Section 1.05 hereof) of
certificates representing the transferred shares and warrants, or by any
document that otherwise expresses the intention of the Lipidviro Stockholders
to transfer their shares and warrants.
1.03 Operation as Wholly-Owned Subsidiary. After giving effect to the
transaction contemplated hereby, Anticline will own all the issued and
outstanding shares of Lipidviro and Lipidviro will be a wholly-owned
subsidiary of Anticline operating under the name Lipidviro Tech, Inc. or such
other name selected by the shareholders and management of Lipidviro.
1.04 Further Assurances. At the Closing and from time to time
thereafter, the Lipidviro Stockholders shall execute such additional
instruments and take such other action as Anticline may reasonably request,
without undue cost to the Lipidviro Stockholders in order to more effectively
sell, transfer, and assign clear title and ownership in the Lipidviro
securities to Anticline.
1.05 Closing and Parties. The Closing contemplated hereby shall on the
date of the Fairness Hearing, pursuant to Section 3(a)(10) of the Securities
Act of 1933, to be held before the Third District Court, Salt Lake County,
State of Utah, which is expected to be held in August or September, 2003.
1.06 Closing Events.
(a) Anticline Deliveries. Subject to fulfillment or waiver of the
conditions set forth in Article IV, Anticline shall deliver to Lipidviro at
Closing all the following:
(i) Proof of Anticline's good standing in the State of Nevada;
(ii) Copies of the resolutions/consents of Anticline's board of
directors and shareholder minutes or consents authorizing the execution and
performance of this Agreement and related transactions;
(iii) Certificates for the shares of Anticline Common Stock in
the names of the Lipidviro Stockholders and in the amounts set forth in
Exhibit "A".
In addition to the above deliveries, Anticline shall take all steps and
actions as Lipidviro and Lipidviro Stockholders may reasonably request or as
may otherwise be reasonably necessary to consummate the transactions
contemplated hereby.
(b) Lipidviro Deliveries. Subject to fulfillment or waiver of the
conditions set forth in Article V, Lipidviro and/or Lipidviro Stockholder's
shall deliver to Anticline at Closing all the following:
(i) Proof of Lipidviro's good standing in the State of Utah;
(ii) Copies of the resolutions/consents of Lipidviro's board of
directors and shareholder minutes or consents authorizing the execution and
performance of this Agreement and related transactions;
(iii) Certificates or documents referencing the transfer of the
shares of Lipidviro Common Stock in the names of the Lipidviro Stockholders
and in the amounts set forth in Exhibit "A".
In addition to the above deliveries, Lipidviro shall take all steps and
actions as Anticline may reasonably request or as may otherwise be reasonably
necessary to consummate the transactions contemplated hereby.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES OF ANTICLINE
As an inducement to, and to obtain the reliance of Lipidviro, Anticline
represents and warrants as follows:
2.01 Organization. Anticline is a Nevada corporation, and on the
Closing Date, Anticline shall be a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and has
the corporate power and is and will be duly authorized, qualified, franchised,
and licensed under all applicable laws, regulations, ordinances, and orders of
public authorities to own all of its properties and assets and to carry on its
business in all material respects as it is now being conducted, and there are
no other jurisdictions in which it is not so qualified in which the character
and location of the assets owned by it or the nature of the material business
transacted by it requires qualification, except where failure to do so would
not have a material adverse effect on its business, operations, properties,
assets or condition. The execution and delivery of this Agreement does not,
and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not, violate any provision of
Anticline's articles of incorporation or bylaws, or other agreement to which
it is a party or by which it is bound.
2.02 Approval of Agreement. Anticline has full power, authority, and
legal right and have taken, or will take, all action required by law, its
articles of incorporation, bylaws, and otherwise to execute and deliver this
Agreement and to consummate the transactions herein contemplated. The board
of directors of Anticline has authorized and approved the execution, delivery,
and performance of this Agreement and the transactions contemplated hereby;
subject to the approval of the Anticline shareholders and compliance with
state and federal corporate and securities laws.
2.03 Capitalization. The authorized capitalization of Anticline shall
consist of 150,000,000 shares of common stock, $0.001 par value, of which
approximately 5,208,000 shares of stock shall be issued and outstanding, prior
to issuance and cancellation of shares as set forth in Section 1.01 of this
Agreement. All issued and outstanding shares of Anticline are legally issued,
fully paid, and nonassessable and not issued in violation of the preemptive or
other right of any person. There are no dividends or other amounts due or
payable with respect to any of the shares of capital stock of Anticline.
2.04 Financial Statements.
(a) Available from XXXXX through the SEC's website, xxx.xxx.xxx, are
the audited balance sheet of Anticline as of December 31, 2002, and the
related statements of operations, stockholders' equity (deficit), and cash
flows for the fiscal year ended December 31, 2002, including the notes
thereto, and the accompanying report of the company's independent certified
public accountant.
(b) The financial statements of Anticline have been prepared in
accordance with generally accepted accounting principles consistently applied
throughout the periods involved as explained in the notes to such financial
statements. The Anticline financial statements present fairly, in all
material respects, as of their respective dates, the financial position of
Anticline. Anticline did not have, as of the date of any such financial
statements, except as and to the extent reflected or reserved against therein,
any liabilities or obligations (absolute or contingent) which should be
reflected therein in accordance with generally accepted accounting principles,
and all assets reflected therein presently fairly the assets of Anticline in
accordance with generally accepted accounting principles.
(c) Anticline has filed or will file as the Closing Date its tax
returns required to be filed for its two most recent fiscal years. All such
returns and reports are accurate and correct in all material respect.
Anticline has no material liabilities with respect to the payment of any
federal, state, county, local, or other taxes (including any deficiencies,
interest, or penalties) accrued for or applicable to the period ended on the
date of the most recent balance sheet of Anticline, except to the extent
reflected on such balance sheet and all such dates and years and periods prior
thereto and for which Anticline may at said date have been liable in its own
right or as transferee of the assets of, or as successor to, any other
corporation or entity, except for taxes accrued but not yet due and payable,
and to the best knowledge of Anticline, no deficiency assessment or proposed
adjustment of any such tax return is pending, proposed or contemplated. To
the best knowledge of Anticline, none of such income tax returns has been
examined or is currently being examined by the Internal Revenue Service and no
deficiency assessment or proposed adjustment of any such return is pending,
proposed or contemplated. Anticline has not made any election pursuant to the
provisions of any applicable tax laws (other than elections that relate solely
to methods of accounting, depreciation, or amortization) that would have a
material adverse affect on Anticline, its financial condition, its business as
presently conducted or proposed to be conducted, or any of its respective
properties or material assets. There are no outstanding agreements or waivers
extending the statutory period of limitation applicable to any tax return of
Anticline.
2.05 Outstanding Warrants and Options. Immediately prior to Closing,
Anticline will have no existing warrants, options, calls or commitments
outstanding.
2.06 Due Diligence. Anticline has completed its due diligence and is
satisfied with its investigation. The information concerning Anticline set
forth in this Agreement and in any schedules delivered by Anticline pursuant
hereto is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under
which they were made, not misleading. Anticline shall cause the information
delivered by Anticline pursuant hereto to Lipidviro hereunder to be updated
after the date hereof up to and including the Closing Date.
2.07 Information. The information concerning Anticline set forth in
this Agreement is complete and accurate in all material respects and does not
contain any untrue statement of a material fact or omit to state a material
fact required to make the statements made, in light of the circumstances under
which they were made, not misleading. Anticline shall cause any schedules
delivered by it pursuant hereto and the instruments delivered to Lipidviro
hereunder to be updated after the date hereof up to and including the Closing
Date.
2.08 Absence of Certain Changes or Events. Except as set forth in this
Agreement or the any schedules hereto, since the date of the most recent
Anticline balance sheet described in Section 2.04 and included in the
information referred to in Section 2.07:
(a) There has not been (i) any material adverse change in the
business, operations, properties, level of inventory, assets, or condition of
Anticline or (ii) any damage, destruction, or loss to Anticline (whether or
not covered by insurance) materially and adversely affecting the business,
operations, properties, assets, or conditions of Anticline;
(b) Anticline has not (i) amended its articles of incorporation or
bylaws; (ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to purchase or redeem, any of
its capital stock; (iii) waived any rights of value which in the aggregate are
extraordinary or material considering the business of Anticline; (iv) made any
material change in its method of management, operation, or accounting; (v)
entered into any other material transactions; (vi) made any accrual or
arrangement for or payment of bonuses or special compensation of any kind or
any severance or termination pay to any present or former officer or employee;
(vii) increased the rate of compensation payable or to become payable by it to
any of its officers or directors or any of its employees whose monthly
compensation exceeds $1,000; or (viii) made any increase in any
profit-sharing, bonus, deferred compensation, insurance, pension, retirement,
or other employee benefit plan, payment, or arrangement made to, for, or with
its officers, directors, or employees;
(c) Anticline has not (i) granted or agreed to grant any options,
warrants, or other rights for its stocks, bonds, or other corporate securities
calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds
or incurred, or become subject to, any material obligation or liability
(absolute or contingent) except liabilities incurred in the ordinary course of
business; (iii) paid any material obligation or liability (absolute or
contingent) other than current liabilities reflected in or shown on the most
recent Anticline balance sheet and current liabilities incurred since that
date in the ordinary course of business; (iv) sold or transferred, or agreed
to sell or transfer, any of its material assets, properties, or rights (except
assets, properties, or rights not used or useful in its business which, in the
aggregate have a value of less than $5,000 or canceled, or agreed to cancel,
any debts or claims (except debts and claims which in the aggregate are of a
value of less than $5,000); (v) made or permitted any amendment or termination
of any contract, agreement, or license to which it is a party if such
amendment or termination is material, considering the business of Anticline;
or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or
other corporate securities including debentures (whether authorized and
unissued or held as treasury stock); and
(d) To the best knowledge of Anticline, it has not become subject to
any law or regulation which materially and adversely affects, or in the future
would be reasonably expected to adversely affect, the business,
operations, properties, assets, or condition of Anticline.
2.09 Litigation and Proceedings. There are no material actions, suits,
or administrative or other proceedings pending or, to the knowledge of
Anticline, threatened by or against Anticline or adversely affecting Anticline
or its properties, at law or in equity, before any court or other governmental
agency or instrumentality, domestic or foreign, or before any arbitrator of
any kind. Anticline does not have any knowledge of any default on its part
with respect to any judgment, order, writ, injunction, decree, award, rule, or
regulation of any court, arbitrator, or governmental agency or
instrumentality.
2.10 Compliance With Laws and Regulations. Anticline has complied with
all applicable statutes and regulations of any federal, state, or other
governmental entity or agency thereof, except to the extent that noncompliance
(i) could not materially and adversely affect the business, operations,
properties, assets, or condition of Anticline or (ii) could not result in the
occurrence of any material liability for Anticline. To the best knowledge of
Anticline, the consummation of this transaction will comply with all
applicable statutes and regulations, subject to the preparation and filing of
any forms required by state and federal securities laws.
2.11 Material Contract Defaults. Anticline is not in default in any
material respect under the terms of any outstanding contract, agreement,
lease, or other commitment which is material to the business, operations,
properties, assets, or condition of Anticline, and there is no event of
default or other event which, with notice or lapse of time or both, would
constitute a default in any material respect under any such contract,
agreement, lease, or other commitment in respect of which Anticline has not
taken adequate steps to prevent such a default from occurring.
2.12 No Conflict With Other Instruments. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any tenant or provision of, or
constitute an event of default under, any material indenture, mortgage, deed
of trust, or other material contract, agreement, or instrument to which
Anticline is a party or to which any of its properties or operations are
subject.
2.13 Subsidiary. Anticline does not own, beneficially or of record,
any equity securities in any other entity. Anticline does not have a
predecessor as that term is defined under generally accepted accounting
principles or Regulation S-X promulgated by the Securities and Exchange
Commission.
ARTICLE III
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF LIPIDVIRO
As an inducement to, and to obtain the reliance of Anticline, Lipidviro
represents and warrants as follows:
3.01 Organization. Lipidviro is, and will be on the Closing Date, a
corporation duly organized, validly existing under the laws of the State of
Utah and has the corporate power and is and will be duly authorized,
qualified, franchised, and licensed under all applicable laws, regulations,
ordinances, and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now
being conducted, and there are no other jurisdictions in which it is not so
qualified, or will not be promptly qualified following the Closing in which
the character and location of the assets owned by it or the nature of the
material business transacted by it requires qualification, except where
failure to do so would not have a material adverse effect on its business,
operations, properties, assets or condition of Lipidviro. The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of Lipidviro's articles of incorporation or bylaws, or
other material agreement to which it is a party or by which it is bound.
3.02 Approval of Agreement. Lipidviro has full power, authority, and
legal right and has taken, or will take, all action required by law, its
articles of incorporation, bylaws, or otherwise to execute and deliver this
Agreement and to consummate the transactions herein contemplated. The board
of directors of Lipidviro have authorized and approved the execution,
delivery, and performance of this Agreement and the transactions contemplated
hereby; subject to the approval of the Lipidviro Stockholders and compliance
with state and federal corporate and securities laws.
3.03 Capitalization. The authorized shares of Lipidviro consist of
100,000,000 shares of common stock, par value $.0001, of which approximately
9,843,750 shares of common stock and 1,915,000 "A" and "B" warrants shall be
issued and outstanding, prior to exchange of securities as set forth in
Section 1.01 of this Agreement. All issued and outstanding shares of Lipidviro
are legally issued, fully paid, and nonassessable and not issued in violation
of the preemptive or other right of any person. All shareholders are either
offshore, sophisticated or accredited investors and have supplied written
representation to Lipidviro of such status. There are no dividends or other
amounts due or payable with respect to any of the shares of capital stock of
Lipidviro.
3.04 Financial Statements.
(a) Lipidviro has disclosed its audited financial statements as of
June 30, 2003, and the related statements of operations, stockholders' equity
(deficit), and cash flows through June 30, 2003, including the notes thereto.
(b) The financial statements delivered pursuant to Section 3.04(a)
have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved. The financial
statements of Lipidviro present fairly, as of their respective dates, the
financial position of Lipidviro. Lipidviro did not have, as of the date of
any such balance sheets, except as and to the extent reflected or reserved
against therein, any liabilities or obligations (absolute or contingent) which
should be reflected in any financial statements or the notes thereto prepared
in accordance with generally accepted accounting principles, and all assets
reflected therein present fairly the assets of Lipidviro, in accordance with
generally accepted accounting principles. The statements of revenue and
expenses and cash flows present fairly the financial position and result of
operations of Lipidviro as of their respective dates and for the respective
periods covered thereby.
3.05 Outstanding Warrants and Options. Lipidviro has no issued
options, calls, or commitments of any nature relating to the authorized and
unissued Lipidviro Common Stock, other than the warrants set forth in Exhibit
"A," which have been disclosed and copies of which have been provided to
Anticline. Following the closing of this Agreement, Lipidviro may issue any
warrants or options as it deems fit.
3.06 Due Diligence. Lipidviro has completed its due diligence and is
satisfied with its investigation. The information concerning Lipidviro set
forth in this Agreement and in any schedules delivered by Lipidviro pursuant
hereto is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under
which they were made, not misleading. Lipidviro shall cause the information
delivered by Lipidviro pursuant hereto to Anticline hereunder to be updated
after the date hereof up to and including the Closing Date.
3.07 Absence of Certain Changes or Events. Except as set forth in this
Agreement and any Schedules and Exhibits thereto, since the date of the most
recent Lipidviro balance sheet described in Section 3.04 and included in the
information referred to in Section 3.06:
(a) There has not been (i) any material adverse change in the
business, operations, properties, level of inventory, assets, or condition of
Lipidviro or (ii) any damage, destruction, or loss to Lipidviro materially and
adversely affecting the business, operations, properties, assets, or
conditions of Lipidviro.
(b) Lipidviro has not (i) amended its articles of incorporation or
bylaws; (ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to purchase or redeem, any of
its capital stock; (iii) waived any rights of value which in the aggregate are
extraordinary and material considering the business of Lipidviro; (iv) made
any material change in its method of accounting; (v) entered into any other
material transactions other than those contemplated by this Agreement; (vi)
made any material accrual or material arrangement for or payment of bonuses or
special compensation of any kind or any severance or termination pay to any
present or former officer or employee; or (vii) made any material increase in
any profit-sharing, bonus, deferred compensation, insurance, pension,
retirement, or other employee benefit plan, payment, or arrangement made to,
for, or with their officers, directors, or employees;
(c) Other than as disclosed, Lipidviro has not (i) granted or
agreed to grant any options, warrants, or other rights for its stocks, bonds,
or other corporate securities calling for the issuance thereof, (ii) borrowed
or agreed to borrow any funds or incurred, or become subject to, any material
obligation or liability (absolute or contingent) except liabilities incurred
in the ordinary course of business; (iii) paid any material obligation or
liability (absolute or contingent) other than current liabilities reflected in
or shown on the most recent Lipidviro balance sheet and current liabilities
incurred since that date in the ordinary course of business; (iv) sold or
transferred, or agreed to sell or transfer, any of its material assets,
properties, or rights, or agreed to cancel, any material debts or claims; (v)
made or permitted any amendment or termination of any contract, agreement, or
license to which it is a party if such amendment or termination is material,
considering the business of Lipidviro; or (vi) issued, delivered, or agreed to
issue or deliver any stock, bonds, or other corporate securities including
debentures (whether authorized and unissued or held as treasury stock) other
than as disclosed herein; and
(d) To the best knowledge of Lipidviro, it has not become subject to
any law or regulation which materially and adversely affects, or in the future
would be reasonably expected to adversely affect, the business, operations,
properties, assets, or condition of Lipidviro.
3.08 Title and Related Matters. Except as provided herein or disclosed
in the most recent Lipidviro balance sheet and the notes thereto, Lipidviro
has good and marketable title to all of its properties, inventory, interests
in properties, technology, whether patented or unpatented, including, but not
limited to the Lipidviro technology, intellectual property, computer software,
and assets, which are reflected in the most recent Lipidviro balance sheet or
acquired after that date (except properties, interests in properties, and
assets sold or otherwise disposed of since such date in the ordinary course of
business), free and clear of all mortgages, liens, pledges, charges, or
encumbrances, except (i) statutory liens or claims not yet delinquent; and
(ii) such imperfections of title and easements as do not, and will not,
materially detract from, or interfere with, the present or proposed use of the
properties subject thereto or affected thereby or otherwise materially impair
present business operations on such properties. To the best knowledge of
Lipidviro, its technology does not infringe on the copyright, patent, trade
secret, know-how, or other proprietary right of any other person or entity and
comprises all such rights necessary to permit the operation of the business of
Lipidviro as now being conducted or as contemplated.
3.09 Litigation and Proceedings. Unless specified in a Schedule 3.09,
there are no material actions, suits, or proceedings pending or, to the
knowledge of Lipidviro, threatened by or against Lipidviro or adversely
affecting Lipidviro, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind. Lipidviro does not have any knowledge of any default
on its part with respect to any judgment, order, writ, injunction, decree,
award, rule, or regulation of any court, arbitrator, or governmental agency or
instrumentality.
3.10 Material Contract Defaults. Unless specified in a Schedule 3.10,
Lipidviro is not in default in any material respect under the terms of any
outstanding contract, agreement, lease, or other commitment which is material
to the business, operations, properties, assets, or condition of Lipidviro,
and there is no event of default or other event which, with notice or lapse of
time or both, would constitute a default in any material respect under any
such contract, agreement, lease, or other commitment in respect of which
Lipidviro has not taken adequate steps to prevent such a default from
occurring.
3.11 No Conflict With Other Instruments. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed
of trust. or other material contract, agreement, or instrument to which
Lipidviro is a party or to which any of its properties or operations are
subject.
3.12 Governmental Authorizations. Lipidviro has all licenses,
franchises, permits, and other governmental authorizations that are legally
required to enable it to conduct its business in all material respects as
conducted on the date of this Agreement. Except for compliance with federal
and state securities and corporation laws, as hereinafter provided, no
authorization, approval, consent, or order of, or registration, declaration,
or filing with, any court or other governmental body is required in connection
with the execution and delivery by Lipidviro of this Agreement and the
consummation by Lipidviro of the transactions contemplated hereby.
3.13 Compliance With Laws and Relations. Lipidviro has complied with
all applicable statutes and regulations of any federal, state, or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations,
properties, assets, or condition of Lipidviro or except to the extent that
noncompliance would not result in the occurrence of any material liability for
Lipidviro. To the best knowledge of Lipidviro, the consummation of this
transaction will comply with all applicable statutes and regulations, subject
to the preparation and filing of any forms required by state and federal
security laws.
3.14 Subsidiary. Lipidviro does not own, beneficially or of record,
any equity securities in any other entity. Lipidviro does not have a
predecessor as that term is defined under generally accepted accounting
principles or Regulation S-X promulgated by the Securities and Exchange
Commission.
ARTICLE IV
CONDITIONS PRECEDENT TO OBLIGATIONS OF LIPIDVIRO
The obligations of Lipidviro under this Agreement are subject to the
following conditions:
4.01 Shareholder Approval.
(a) Anticline shall call and hold a meeting of its shareholders, or
obtain the written consent of its shareholders, to approve the transactions
contemplated by this Agreement;
(b) Lipidviro shall call and hold a meeting of its shareholders, or
obtain the written consent of its shareholders, to approve the transactions
contemplated by this Agreement. If either Anticline or Lipidviro are unable
to obtain shareholder approval, Lipidviro is under no further obligation to
proceed with the transactions contemplated under this Agreement
4.02 Accuracy of Representations. The representations and warranties
made by Anticline in this Agreement were true when made and shall be true at
the Closing Date with the same force and affect as if such representations and
warranties were made at and as of the Closing Date (except for changes therein
permitted by this Agreement), and Anticline shall have performed or complied
with all covenants and conditions required by this Agreement to be performed
or complied with by Anticline prior to or at the Closing. Lipidviro shall be
furnished with certificates, signed by duly authorized officers of Anticline
and dated the Closing Date, to the foregoing effect.
4.03 Officer's Certificates. Lipidviro shall have been furnished with
certificates dated the Closing Date and signed by the duly authorized chief
executive officer of Anticline to the effect that to such officer's best
knowledge no litigation, proceeding, investigation, or inquiry is pending or,
to the best knowledge of Anticline threatened, which might result in an action
to enjoin or prevent the consummation of the transactions contemplated by this
Agreement. Furthermore, based on certificates of good standing,
representations of government agencies, and Anticline's own documents and
information, the certificate shall represent, to the best knowledge of the
officer, that:
(a) This Agreement has been duly approved by Anticline's board of
directors and shareholders and has been duly executed and delivered in the
name and on behalf of Anticline by its duly authorized officers pursuant to,
and in compliance with, authority granted by the board of directors of
Anticline pursuant to a unanimous consent;
(b) There have been no material adverse changes in Anticline up to
and including the date of the certificate;
(c) All conditions required by this Agreement have been met,
satisfied, or performed by Anticline;
(d) All authorizations, consents, approvals, registrations, and/or
filings with any governmental body, agency, or court required in connection
with the execution and delivery of the documents by Anticline have been
obtained and are in full force and effect or, if not required to have been
obtained, will be in full force and effect by such time as may be required;
and
(e) There is no material action, suit, proceeding, inquiry, or
investigation at law or in equity by any public board or body pending or
threatened against Anticline, wherein an unfavorable decision, ruling, or
finding could have an adverse effect on the financial condition of Anticline,
the operation of Anticline, or the acquisition and reorganization contemplated
herein, or any agreement or instrument by which Anticline is bound or in any
way contests the existence of Anticline.
4.04 No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial
condition, business, or operations of Anticline, nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the financial condition, business, or
operations of Anticline.
4.05 Good Standings. Lipidviro shall have received a certificate of
good standing from the appropriate authority, dated as of the date within five
days prior to the Closing Date, certifying that Anticline is in good standing
as a corporation in the State of Nevada.
4.06 Other Items. Lipidviro shall have received such other documents,
certificates, or instruments relating to the transactions contemplated hereby
as Lipidviro may reasonably request.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF ANTICLINE
The obligations of Anticline under this Agreement are subject to the
following conditions:
5.01 Shareholder Approval.
(a) Lipidviro shall call and hold a meeting of its shareholders, or
obtain the written consent of its shareholders, to approve the transactions
contemplated by this Agreement including the acquisition of Lipidviro through
the issuance of Anticline Common Stock for all of the issued and outstanding
Lipidviro securities, creation of warrants matching Lipidviro's current
warrants and the change of name of Anticline to any name as may be agreed to
by the board of directors of Lipidviro, if desired. If Lipidviro or Anticline
is unable to obtain shareholder approval, Anticline is under no further
obligation to proceed with the transactions contemplated under this Agreement.
(b) Lipidviro shall call and hold a meeting of its shareholders, or
obtain the written consent of its shareholders, to approve the transactions
contemplated by this Agreement including the exchange of Anticline Common
Stock and the Anticline Warrants for all of the issued and outstanding
Lipidviro securities.
5.02 Accuracy of Representations. The representations and warranties
made by Lipidviro and the Lipidviro Stockholders in this Agreement were true
when made and shall be true at the Closing Date with the same force and affect
as if such representations and warranties were made at and as of the Closing
Date (except for changes therein permitted by this Agreement), and Lipidviro
shall have performed or complied with all covenants and conditions required by
this Agreement to be performed or complied with by Lipidviro prior to or at
the Closing. Anticline shall be furnished with a certificate, signed by a
duly authorized officer of Lipidviro and dated the Closing Date, to the
foregoing effect.
5.03 Officer's Certificates. Anticline shall have been furnished with
certificates dated the Closing Date and signed by the duly authorized chief
operating officer of Lipidviro to the effect that no litigation, proceeding,
investigation, or inquiry is pending or, to the best knowledge of Lipidviro,
threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this Agreement. Furthermore,
based on certificates of good standing, representations of government
agencies, and Lipidviro's own documents, the certificate shall represent, to
the best knowledge of the officer, that:
(a) This agreement has been duly approved by Lipidviro's board
of directors and shareholders and has been duly executed and delivered in the
name and on behalf of Lipidviro by its duly authorized officers pursuant to,
and in compliance with, authority granted by the board of directors of
Lipidviro pursuant to a unanimous consent of its board of directors and a
majority vote of its stockholders;
(b) Except as provided or permitted herein, there have been no
material adverse changes in Lipidviro up to and including the date of the
certificate;
(c) All authorizations, consents, approvals, registrations, and/or
filing with any governmental body, agency, or court required in connection
with the execution and delivery of the documents by Lipidviro have been
obtained and are in full force and effect or, if not required to have been
obtained will be in full force and effect by such time as may be required; and
(d) There is no material action, suit, proceeding, inquiry, or
investigation at law or in equity by any public board or body pending or
threatened against Lipidviro, wherein an unfavorable decision, ruling, or
finding would have an adverse affect on the financial condition of Lipidviro,
the operation of Lipidviro, or the acquisition and reorganization contemplated
herein, or any material agreement or instrument by which Lipidviro is bound or
would in any way contest the existence of Lipidviro.
5.04 No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial
condition, business or operations of Lipidviro, nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause of
create any material adverse change in the financial condition, business, or
operations of Lipidviro.
5.05 Good Standing. Anticline shall have received a certificate of
good standing from the appropriate authority, dated as of a date with five
days prior to the Closing Date, certifying that Lipidviro is in good standing
as a corporation in the State of Utah.
5.06 Ownership Documentation. Anticline shall have received
documentation verifying that all rights, title and interest in and to the
trade names, technology, software, intellectual property, manufacturing
equipment, inventory and assets related to the Lipidviro products and
technology shall be free and clear of any and all liens, encumbrances,
royalties and claims prior to Closing, other than those documents in the
schedules or financials delivered to Anticline.
5.07 Other Items. Anticline shall have received such further documents
certificates, or instruments relating to the transactions contemplated hereby
as Anticline may reasonably request.
ARTICLE VI
SPECIAL COVENANTS
6.01 Activities of Anticline and Lipidviro
(a) From and after the date of this Agreement until the Closing Date
and except as may be set forth in a respective schedule delivered by Anticline
and Lipidviro pursuant hereto or as permitted or contemplated by this
Agreement, Anticline and Lipidviro will each:
(i) Carry on its business in substantially the same manner as
it has heretofore;
(ii) Maintain in full force and effect insurance comparable in
amount and in scope of coverage to that now maintained by it;
(iii) Perform in all material respects all of its obligations
under material contracts, leases, and instruments relating to or affecting its
assets, properties, and business;
(iv) Use its best efforts to maintain and preserve it business
organization intact, to retain its key employees, and to maintain Its
relationships with its material suppliers and customers;
(v) Duly and timely file for all taxable periods ending on or
prior to the Closing Date all federal, state, county, and local tax returns
required to be filed by or on behalf of such entity or for which such entity
may be held responsible and shall pay, or cause to pay, all taxes required to
be shown as due and payable on such returns, as well as all installments of
tax due and payable during the period commencing on the date of this Agreement
and ending on the Closing Date; and
(vi) Fully comply with and perform in all material respects all
obligations and duties imposed on it by all federal and state laws and all
rules, regulations, and orders imposed by federal or state governmental
authorities.
(b) Except as contemplated by this Agreement and with the prior
knowledge and consent of the other parties to this Agreement, which consent
shall not be unreasonably withheld, from the date of this Agreement until the
Closing Date, Anticline and Lipidviro will not:
(i) Make any change in its articles of incorporation or bylaws;
(ii) Enter into or amend any material contract, agreement, or
other instrument of any of the types which may be described in such party's
schedules, except that a party may enter into or amend any contract,
agreement, or other instrument in the ordinary course of business,
(iii) Enter into any agreement for the sale of Lipidviro or
Anticline securities without the prior approval of the other party.
(iv) Issue or cause to be issued any press announcements or
news releases other than those required by law.
6.02 Access to Properties and Records. Until the Closing Date,
Lipidviro and Anticline will afford to the other party's officers and
authorized representatives full access to the properties, books, and records
of the other party in order that each party may have full opportunity to make
such reasonable investigation as it shall desire to make of the affairs of
Lipidviro or Anticline and will furnish the other party with such additional
financial and other information as to the business and properties of Lipidviro
or Anticline as each party shall from time to time reasonably request.
6.03 Indemnification by Lipidviro. Lipidviro will indemnify and hold
harmless Anticline and their directors and officers, employees and agents, and
each person, if any, who controls Anticline, within the meaning of the
Securities Act, from and against any and all losses, claims, damages,
expenses, liabilities, or actions to which any of them may become subject
under applicable law (including the Securities Act and the Securities Exchange
Act) and will reimburse them for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any claims or
actions, whether or not resulting in liability, insofar as such losses,
claims, damages, expenses, liabilities, or actions arise out of or are based
upon any breach of this Agreement, or any untrue statement or alleged untrue
statement of material fact contained in any application or statement filed
with a governmental body or arising out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein, or necessary in order to make the statements therein not misleading,
but only insofar as any such statement or omission was made in reliance upon
and in conformity with information furnished in writing by Lipidviro expressly
for use therein. The indemnity agreement contained herein or in this Section
6.03 shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of Anticline and shall survive the
consummation of the transactions contemplated by this Agreement for a period
of six months. This indemnity agreement does not cover any acts of Anticline,
its management, employees, or agents, prior to the date of this Agreement.
6.04 Indemnification by Anticline. Anticline will indemnify and hold
harmless Lipidviro, the Lipidviro Stockholders, Lipidviro's directors and
officers, and each person, if any, who controls Lipidviro within the meaning
of the Securities Act, from and against any and all losses, claims, damages,
expenses, liabilities, or actions to which any of them may become subject
under applicable law (including the Securities Act and the Securities Exchange
Act) and will reimburse them for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any claims or
actions, whether or not resulting in liability, insofar as such losses,
claims, damages, expenses, liabilities, or actions arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained herein or in any application or statement filed with a governmental
body or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary in
order to make the statements therein not misleading, but only insofar as any
such statement or omission was made in reliance upon and in conformity with
information furnished in writing by Anticline expressly for use therein. The
indemnity agreement contained in this Section 6.04 shall remain operative and
in full force and effect, regardless of any investigation made by or on behalf
of Lipidviro and shall survive the consummation of the transactions
contemplated by this Agreement for a period of six months.
6.05 The Acquisition of Anticline Common Stock. Anticline and
Lipidviro understand and agree that the consummation of this Agreement
including the issuance of the Anticline Common Stock and Anticline Warrants to
Lipidviro Stockholders in exchange for the Lipidviro securities as
contemplated hereby, constitutes the offer and sale of securities under the
Securities Act and applicable state statutes. Anticline and Lipidviro agree
that such transactions shall be consummated in reliance on exemptions from the
registration and prospectus delivery requirements of such statutes that
depend, among other items, on the circumstances under which such securities
are acquired, including, specifically, Section 3(a)(10) and/or Rule 506 of
Regulation D of the Securities Act of 1933.
(a) In order to provide documentation for reliance upon exemptions
from the registration and prospectus delivery requirements for such
transactions, the signing of this Agreement and the delivery of appropriate
separate representations shall constitute the parties acceptance of, and
concurrence in, the following representations and warranties:
(i) The Lipidviro Stockholders acknowledge that neither the SEC
nor the securities commission of any state or other federal agency has made
any determination as to the merits of acquiring Anticline Common Stock, and
that this transaction involves certain risks.
(ii) The Lipidviro Stockholders have received and read this
Agreement and understand the risks related to the consummation of the
transactions herein contemplated.
(iii) Lipidviro Stockholders have such knowledge and experience
in business and financial matters that they are capable of evaluating each
business.
(iv) The Lipidviro Stockholders have been provided with copies
of all materials and information requested by them or their representatives,
including any information requested to verify any information furnished (to
the extent such information is available or can be obtained without
unreasonable effort or expense), and the parties have been provided the
opportunity for direct communication regarding the transactions contemplated
hereby.
(v) All information which the Lipidviro Stockholders have
provided to Anticline or their representatives concerning their suitability
and intent to hold shares in Anticline following the transactions contemplated
hereby is complete, accurate, and correct.
(vi) The Lipidviro Stockholders have not offered or sold any
securities of Anticline or interest in this Agreement and have no present
intention of dividing the Anticline securities to be received or the rights
under this Agreement with others or of reselling or otherwise disposing of any
portion of such stock or rights, either currently or after the passage of a
fixed or determinable period of time or on the occurrence or nonoccurrence of
any predetermined event or circumstance.
(vii) The Lipidviro Stockholders understand that the Anticline
Common Stock and Anticline Warrants being exchanged have not been registered,
but are being acquired by reason of a specific exemption under the Securities
Act as well as under certain state statutes for transactions not involving any
public offering and that any disposition of the subject Anticline securities
may, under certain circumstances, be inconsistent with this exemption and may
make Lipidviro or Anticline an "underwriter", within the meaning of the
Securities Act. It is understood that the definition of "underwriter" focuses
upon the concept of "distribution" and that any subsequent disposition of the
subject Anticline Common Stock can only be effected in transactions which are
not considered distributions. Generally, the term "distribution" is
considered synonymous with "public offering" or any other offer or sale
involving general solicitation or general advertising. Under present law, in
determining whether a distribution occurs when securities are sold into the
public market, under certain circumstances one must consider the availability
of public information regarding the issuer, a holding period for the
securities sufficient to assure that the persons desiring to sell the
securities without registration first bear the economic risk of their
investment, and a limitation on the number of securities which the stockholder
is permitted to sell and on the manner of sale, thereby reducing the potential
impact of the sale on the trading markets. The Lipidviro Stockholders, as
well as the Anticline Principal Stockholders are aware of the SEC position
that Rule 144 may not be available to promoters or stockholders of "blank
check" companies and those persons can only sell their shares pursuant to an
effective registration statement filed with the SEC. The Lipidviro
Stockholders, as well as the Anticline Principal Stockholders are aware
neither Anticline or Lipidviro has sought any advice or guidance from the SEC
in regard to its position concerning the applicability of the SEC position
regarding "blank check" companies to either Anticline or Lipidviro or the
transactions contemplated by this Agreement.
(viii) The Lipidviro Stockholders acknowledge that the shares
of Anticline securities, must be held and may not be sold, transferred, or
otherwise disposed of for value unless they are subsequently registered under
the Securities Act or an exemption from such registration is available.
(ix) Subject to compliance with federal and state securities
laws, Anticline may refuse to register further transfers or resales of the
Anticline Common Stock in the absence of compliance with rule 144 unless the
Lipidviro Stockholders furnish Anticline with an opinion of counsel reasonably
acceptable to Anticline stating that the transfer is proper. Further, unless
such opinion states that the shares of Anticline Common Stock are free of any
restrictions under the Securities Act, Anticline may refuse to transfer the
securities to any transferee who does not furnish in writing to Anticline the
same representations and agree to the same conditions with respect to such
Anticline Common Stock as set forth herein. Anticline may also refuse to
transfer the Anticline Common Stock if any circumstances are present
reasonably indicating that the transferee's representations are not accurate.
(b) In connection with the transaction contemplated by this
Agreement, Lipidviro and Anticline shall each file, with the assistance of the
other and their respective legal counsel, such notices. applications, reports,
or other instruments as may be deemed by them to be necessary or appropriate
in an effort to document reliance on such exemptions, and the appropriate
regulatory authority in the states where the Lipidviro Stockholders reside
unless an exemption requiring no filing is available in such jurisdictions,
all to the extent and in the manner as may be deemed by such parties to be
appropriate.
(c) In order to more fully document reliance on the exemptions as
provided herein, Lipidviro, the Lipidviro Stockholders, and Anticline shall
execute and deliver to the other, at or prior to the Closing, such further
letters of representation, acknowledgment, suitability, or the like as
Anticline or Lipidviro and their respective counsel may reasonably request in
connection with reliance on exemptions from registration under such securities
laws.
(d) The Lipidviro Stockholders acknowledge that the basis for
relying on exemptions from registration or qualifications are factual,
depending on the conduct of the various parties, and that no legal opinion or
other assurance will be required or given to the effect that the transactions
contemplated hereby are in fact exempt from registration or qualification.
6.06 Anticline Liabilities. Immediately prior to the Closing Date,
Anticline shall have no material assets and no liabilities in excess of an
aggregate total of $500, and all expenses related to this Agreement or
otherwise shall have been paid.
6.07 Securities Filings. Lipidviro shall be responsible for the
preparation of a Form 8-K filing with the Securities and Exchange Commission
and Lipidviro shall be responsible for a filing of consolidated audited
financials in a separate 8-K filing within 60 days from the closing date, and
will be responsible for any and all filings in any jurisdiction where its
shareholders reside which would require a filing with a governmental agency as
a result of the transactions contemplated in this Agreement.
6.08 Sales of Securities Under Rule 144, If Applicable.
(a) Anticline will use its best efforts to at all times satisfy the
current public information requirements of rule 144 promulgated under the
Securities Act so that its shareholders can sell restricted securities that
have been held for one year or more or such other restricted period as
required by rule 144 as it is from time to tune amended.
(b) Upon being informed in writing by any person holding restricted
stock of Anticline as of the date of this Agreement that such person intends
to sell any shares under rule 144 promulgated under the Securities Act
(including any rule adopted in substitution or replacement thereof), Anticline
will certify in writing to such person that it is in compliance with rule 144
current public information requirement to enable such person to sell such
person's restricted stock under rule 144, as may be applicable under the
circumstances.
(c) If any certificate representing any such restricted stock is
presented to Anticline's transfer agent for registration or transfer in
connection with any sales theretofore made under rule 144, provided such
certificate is duly endorsed for transfer by the appropriate person(s) or
accompanied by a separate stock power duly executed by the appropriate
person(s) in each case with reasonable assurances that such endorsements are
genuine and effective, and is accompanied by an opinion of counsel
satisfactory to Anticline and its counsel that such transfer has complied with
the requirements of rule 144, as the case may be, Anticline will promptly
instruct its transfer agent to register such transfer and to issue one or more
new certificates representing such shares to the transferee and, if
appropriate under the provisions of rule 144. As the case may be, free of any
stop transfer order or restrictive legend. The provisions of this Section
6.08 shall survive the Closing and the consummation of the transactions
contemplated by this Agreement for a period of two years.
(d) The shareholders of Anticline as of the date of this Agreement,
as well as those receiving Anticline Common Stock pursuant to this Agreement,
are intended third-party beneficiaries of this Section 6.08.
6.09 New Board of Directors and Officers. At the time of closing,
the current board of directors and officers of Anticline shall resign and in
their place nominees of Lipidviro shall be appointed, subject to the approval
of the suitability and qualifications of such nominees
ARTICLE VII
MISCELLANEOUS
7.01 Brokers/Finders. Except as provided herein, Anticline and
Lipidviro agree that there were no finders or brokers involved in bringing the
parties together or who were instrumental in the negotiation, execution, or
consummation of this Agreement other than those previously disclosed.
Further, Anticline and Lipidviro each agree to indemnify the other against any
claim by any third person for any commission, brokerage, or finder's fee or
other payment with respect to this Agreement or the transactions contemplated
hereby based on any alleged agreement or understanding between such party and
such third person, whether express or implied, from the actions of such party.
The covenants set forth in this section shall survive the Closing Date and the
consummation of the transactions herein contemplated.
7.02 No Representation Regarding Tax Treatment. No representation or
warranty is being made by any party to any other regarding the treatment of
this transaction for international, federal or state income taxation. Each
party has relied exclusively on its own legal, accounting, and other tax
adviser regarding the treatment of this transaction for federal and state
income taxes and on no representation, warranty, or assurance from any other
party or such other party's legal, accounting, or other adviser.
7.03 Governing Law. This Agreement shall be governed by, enforced and
construed under and in accordance with the laws of the State of Utah.
7.04 Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered, if
sent by facsimile or telecopy transmission or other electronic communication
confirmed by registered or certified mail, postage prepaid, or if sent by
prepaid overnight courier, to the respective parties' primary address or
office, and any such notice or communication shall be deemed to have been
given as of the date so delivered or sent by facsimile or telecopy
transmission or other electronic communication, or one day after the date so
sent by overnight courier.
7.05 Attorney's Fees. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse the
nonbreaching party or parties for all costs, including reasonable attorneys'
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.
7.06 Schedules; Knowledge. Whenever in any section of this Agreement
reference is made to information set forth in any schedules which may be
provided by Anticline or Lipidviro such reference is to information
specifically set forth in such schedules and clearly marked to identify the
section of this Agreement to which the information relates. Whenever any
representation is made to the "knowledge" of any party, it shall be deemed to
be a representation that no officer or director of such party, after
reasonable investigation, has any knowledge of such matters.
7.07 Entire Agreement. This Agreement, and any Schedules and Exhibits
thereto, represent the entire agreement between the parties relating to the
subject matter hereof. All previous agreements between the parties, whether
written or oral, have been merged into this Agreement. This Agreement alone
fully and completely expresses the agreement of the parties relating to the
subject matter hereof. There are no other courses of dealing, understandings,
agreements, representations, or warranties, written or oral, except as set
forth herein.
7.08 Survival, Termination. The representations, warranties, and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for a period of six
months from the Closing Date, unless otherwise provided herein.
7.09 Counterparts; Facsimile. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and all of
which taken together shall be but a single instrument. Facsimile signatures
shall constitute original signatures, and shall be followed by delivery of
original signatures.
7.10 Amendment or Waiver. Every right and remedy provided herein shall
be cumulative with every other right and remedy, whether conferred herein, at
law, or in equity, and such remedies may be enforced concurrently, and no
waiver by any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing Date, this
Agreement may be amended by a writing signed by all parties hereto, with
respect to any of the terms contained herein, and any term or condition of
this Agreement may be waived or the time for performance thereof may be
extended by a writing signed by the party or parties for whose benefit the
provision is intended.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly
authorized, as of the date first above written.
Anticline Uranium, Inc. Lipidviro Tech, Inc.
a Nevada corporation an Utah corporation
By: By:
----------------------- ----------------------
EXHIBIT A
Lipidviro, Inc.
List of Shareholders
Number of Anticline
Number of Shares/Warrants to be
Lipidviro securities/ Received
Name of Shareholder Warrants Owned in Exchange
Blackfriars Limited 940,000* 940,000*
Multi Marketing Concepts, Inc. 325,000* 325,000*
SBT Entretenimento, SA 325,000* 325,000*
Kilodyne, SA 325,000* 325,000*
Xxxxx Xxxxx 25,000** 25,000**
Xxx Xxxxx 3,750** 3,750**
Lombard, Inc. 7,900,000** 7,900,000**
TOTALS: 9,843,750 shares 9,843,750 shares
1,915,000 "A" and 1,915,000 "A" and
"B" warrants "B" warrants
*Said number representing an equal number of shares of common stock, "A"
warrants, and "B" warrants,
**Said number representing shares of common stock only
EXHIBIT B
Sample Warrant Agreement
