AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER is made and entered into as of
December 20, 2004 by and between VidRev Technologies, Inc., a Florida
corporation ("VidRev") and Kentex Petroleum, Inc., a Nevada corporation (the
"Company" and collectively, the "Parties").
A. Upon the terms and subject to the conditions of this Agreement and
in accordance with the Florida Business Corporation Act ("Florida Law") and
the Nevada Business Corporation Act ("Nevada Law"), VidRev and the Company
intend to enter into a business combination transaction.
B. The Parties wish to provide for the terms and conditions of a
merger of VidRev with and into the Company, in a transaction that is intended
to qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code") and provide for the
representations, warranties, agreements and conditions applicable to the
Merger.
C. The Parties intend that this Agreement constitutes a "plan of
reorganization" for the purposes of Section 368 of the Code.
D. The Board of Directors and the stockholders of the Company (i)
have determined that the Merger is consistent with and in furtherance of the
long-term business strategy of the Company and fair to, and in the best
interests of the Company and its stockholders, and (ii) have approved this
Agreement, the Merger and the other transactions contemplated by this
Agreement.
E. The Board of Directors and the stockholders of VidRev (i) have
determined that the Merger is consistent with and in furtherance of the long-
term business strategy of VidRev and fair to, and in the best interests of
VidRev and its stockholders and (ii) have approved this Agreement, the Merger
and the other transactions contemplated by this Agreement.
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
ARTICLE I
THE MERGER
1.1 The Merger. At the Effective Time (as defined in Section 1.2) and
subject to and upon the terms and conditions of this Agreement and the
applicable provisions of Nevada Law and Florida Law, VidRev shall be merged
with and into the Company (the "Merger"), the separate corporate existence of
VidRev shall cease and the Company shall continue as the surviving company
(the "Surviving Company").
1.2 Effective Time; Closing. Subject to the provisions of this
Agreement, the Parties shall cause the Merger to be consummated by filing a
Certificate of Merger, substantially in the form of Exhibit A hereto (the
"Certificate of Merger"), with the Secretary of State of the State of Nevada
and the Secretary of State of the State of Florida, in accordance with the
relevant provisions of Nevada Law and Florida Law (the time of such filing;
(or such later time as may be agreed in writing by the Parties and specified
in the Certificate of Merger) being the "Effective Time", as soon as
practicable on or after the Closing Date (as defined herein)). Unless the
context otherwise requires, the term "Agreement" as used herein refers
collectively to this Agreement and Plan of Merger and the Certificate of
Merger. The closing of the Merger (the "Closing") shall take place at the
offices of Xxxxx Raysman Xxxxxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, immediately following the time when all conditions
to the Merger set forth in Article V herein have been satisfied or waived by
the respective parties or at such other time and date to be mutually agreed by
the Parties (the "Closing Date").
1.3 Effect of the Merger. At the Effective Time, the effect of the
Merger shall be as provided in this Agreement and the applicable provisions of
Nevada Law and Florida Law. Without limiting the generality of the foregoing,
and subject thereto, at the Effective Time all the property, rights,
privileges, powers and franchises of the Company and VidRev shall vest in the
Surviving Company, and all debts, liabilities and duties of the Company and
VidRev shall become the debts, liabilities and duties of the Surviving
Company.
1.4 Articles of Incorporation; Bylaws.
(a) At the Effective Time, the Amended and Restated Articles of
Incorporation of the Company, which shall reflect the change in the name of
the Surviving Company to "VidRev Technologies, Inc." (the "Name Change") and
in substantially the form attached as Exhibit B hereto, shall be the Articles
of Incorporation of the Surviving Company until thereafter amended as provided
by law.
(b) The Amended and Restated Bylaws of the Company, which shall
reflect the Name Change and in substantially the form attached as Exhibit
Chereto, shall be, at the Effective Time, the Bylaws of the Surviving Company
until thereafter amended.
1.5 Effect on Capital Stock.
(a) Each share of Common Stock, par value $.0001 per share, of
VidRev (the "VidRev Common Stock") issued and outstanding immediately prior to
the Effective Time shall be exchanged for one validly issued, fully paid and
nonassessable share of Common Stock, $.001 par value, of the Surviving Company
("Surviving Company Common Stock").
(b) Each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time shall continue to represent one
validly issued, fully paid and nonassessable share of Surviving Company Common
Stock.
1.6 Tax Consequences.
It is intended by the Parties that the Merger shall constitute a
reorganization within the meaning of Section 368 of the Code. The Parties
adopt this Agreement as a "plan of reorganization" within the meaning of
Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
1.7 Dissenters Rights of Appraisal. The Surviving Company shall
provide notice of dissenter's rights to the VidRev and the Company's
stockholders in accordance with Florida Law and Nevada Law, respectively.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to VidRev, subject to the exceptions
specifically disclosed in writing and referencing a specific representation in
the disclosure letter supplied by the Company to VidRev dated as of the date
hereof (the "Company Disclosure Letter"), as follows:
2.1 Organization of the Company.
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation; has
the corporate power and authority to own, lease and operate its assets and
property and to carry on its business as now being conducted and as proposed
to be conducted; and is duly qualified or licensed to do business and is in
good standing in each jurisdiction where the character of the properties
owned, leased or operated by it or the nature of its activities makes such
qualification or licensing necessary.
(b) The Company has no subsidiaries.
(c) The Company has delivered or made available to VidRev a true and
correct copy of the Articles of Incorporation and Bylaws of the Company, as
amended to date, and each such instrument is in full force and effect. The
Company is not in violation of any of the provisions of its Articles of
Incorporation or Bylaws or equivalent governing instruments.
2.2 Company Capital Structure. The authorized capital stock of the
Company consists of 50,000,000 shares of Company Common Stock, of which there
were 2,357,997 shares issued and outstanding as of the date of this Agreement.
All outstanding shares of Company Common Stock are duly authorized, validly
issued, fully paid and nonassessable and are not subject to preemptive rights
created by statute, the Articles of Incorporation or Bylaws of the Company or
any agreement or document to which the Company is a party or by which it is
bound. There are no outstanding or authorized options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights, or contracts
of the Company that could require the Company to issue, sell, or otherwise
cause to become outstanding any of its capital stock or any other securities
convertible into or evidencing the right to subscribe for any of its capital
stock. There are no outstanding or authorized stock appreciation, phantom
stock, profit participation, or similar rights with respect to the Company.
Except as described in the Company Disclosure Letter, at and as of the
Closing, the Company will not be a party to any agreement relating to the
registration of shares of capital stock of the Company or any successor
entity.
2.3 Authority.
(a) The Company has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby, and the issuance of the Surviving
Company Common Stock in accordance with the terms hereof, have been duly
authorized by all necessary corporate action on the part of the Company,
subject only to the filing of the Certificate of Merger. This Agreement has
been duly executed and delivered by the Company and, assuming the due
authorization, execution and delivery by VidRev, constitutes a valid and
binding obligation of the Company, enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy and other similar laws
and general principles of equity. The execution and delivery of this
Agreement by the Company and the issuance of the Surviving Company Common
Stock does not, and the performance of this Agreement by the Company will not,
(i) conflict with or violate the Articles of Incorporation or Bylaws of the
Company, (ii) subject to compliance with the requirements set forth in Section
2.3(b) below, conflict with or violate any law, rule, regulation, order,
judgment or decree applicable to the Company or by which its or any of their
respective properties is bound or affected, or (iii) assuming the receipt of
all material consents, waivers and approvals referred to in the last sentence
of this Section 2.3(a), result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a default) under,
or impair the Company's rights or alter the rights or obligations of any third
party under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a lien or
encumbrance on any of the properties or assets of the Company pursuant to, any
material note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which the Company is a
party or by which the Company or its properties are bound or affected.
(b) No consent, approval, order or authorization of, or registration,
declaration or filing with any court, administrative agency or commission or
other governmental authority or instrumentality, foreign or domestic
("Governmental Entity"), is required by or with respect to the Company in
connection with the execution and delivery of this Agreement or the
consummation of the Merger, except for (i) the filing of the Certificate of
Merger with the Secretary of State of the State of Nevada and the Secretary of
State of the State of Florida, (ii) such consents, approvals, orders,
authorizations, registrations, declarations and filings (if any) as may be
required under applicable federal and state securities laws and the securities
or antitrust laws of any foreign country, (iii) the filing of the Company's
Form S-4 as described in Section 5.3(d) and (iv) such other consents,
authorizations, filings, approvals and registrations (if any) which if not
obtained or made would not be material to the Company or VidRev or have a
Material Adverse Effect on the ability of the Parties to consummate the
Merger. The term "Material Adverse Effect" means, for purposes of this
Agreement, any change, event or effect that is materially adverse to the
business, assets (including intangible assets), financial condition or results
of operations.
2.4 SEC Filings; Financial Statements.
(a) The Company has filed all forms, reports and documents required to
be filed with the Securities and Exchange Commission (the "SEC") since July 6,
2000 and has made available to VidRev such forms, reports and documents in the
form filed with the SEC. All such required forms, reports and documents
(including those that the Company may file subsequent to the date hereof) are
referred to herein as the "Company SEC Reports." As of their respective dates,
the Company SEC Reports (i) were prepared in all material respects with the
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
the case may be, and the rules and regulations of the SEC thereunder
applicable to such Company SEC Reports, and (ii) did not at the time they were
filed (or if amended or superseded by a filing prior to the date of this
Agreement, then on the date of such filing) contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(b) Each of the consolidated financial statements (including, in each
case, any related notes thereto) contained in the Company SEC Reports (the
"Company Financials") (x) complied as to form in all material respects with
the published rules and regulations of the SEC with respect thereto, (y) was
prepared in accordance with generally accepted accounting principles accepted
in the United States ("GAAP") applied on a consistent basis throughout the
periods involved (except as may be indicated in the notes thereto or, in the
case of unaudited interim financial statements, as may be permitted by the SEC
on Form 10-QSB under the Exchange Act) and (z) fairly presented the financial
position of the Company as at the respective dates thereof and the results of
the Company's operations and cash flows for the periods indicated, except that
the unaudited interim financial statements may not contain footnotes and were
or are subject to normal and recurring year-end adjustments. The balance sheet
of the Company contained in the Company SEC Reports as of December 31, 2003 is
hereinafter referred to as the "Company Balance Sheet." Except as disclosed in
the Company Financials, since the date of the Company Balance Sheet, the
Company has no liabilities (absolute, accrued, contingent or otherwise) of a
nature required to be disclosed on a balance sheet or in the related notes to
the consolidated financial statements prepared in accordance with GAAP which
are, individually or in the aggregate, material to the business, results of
operations or financial condition of the Company and its subsidiaries taken as
a whole, except liabilities (i) provided for in the Company Balance Sheet, or
(ii) incurred since the date of the Company Balance Sheet in the ordinary
course of business consistent with past practices.
2.5 Absence of Certain Changes or Events. Since the date of the
Company Balance Sheet, the Company has conducted its business as ordinarily
conducted consistent with past practice and there has not occurred any change,
event or condition (whether or not covered by insurance) that has resulted in,
or would reasonable be expected to result in any Material Adverse Effect on
the Company.
2.6 Taxes. The Company has timely filed all tax returns that it
was required to file and such tax returns were correct and complete in all
material respects. All taxes that the Company is or was required by law to
withhold or collect have been duly withheld or collected and, to the extent
required, have been paid to the proper governmental entity or deposited in
accordance with the law.
2.7 Intellectual Property. The Company owns or is validly licensed or
otherwise has the right to use, free and clear of all liens, claims and
restrictions of any kind or nature, the patents, trademarks, trade names,
service marks, copyrights, trade secrets, technology, know-how and processes
(collectively, "Intellectual Property") listed in Section 2.7 of the Company
Disclosure Letter.
2.8 Compliance; Permits; Restrictions.
(a) The Company is not in any material respect, in conflict with, or
in default or violation of (i) any law, rule, regulation, order, judgment or
decree applicable to the Company or by which the Company or any of its
respective properties is bound or affected, or (ii) any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Company is a party or by which the
Company or its properties is bound or affected. No investigation or review by
any Governmental Entity is pending or, to the Company's knowledge, threatened
against the Company, nor has any Governmental Entity indicated an intention to
conduct the same. There is no agreement, judgment, injunction, order or decree
binding upon the Company which has or could reasonably be expected to have the
effect of prohibiting or materially impairing any business practice of the
Company, any acquisition of material property by the Company or the conduct of
business by the Company as currently conducted.
(b) The Company holds all permits, licenses, variances, exemptions,
orders and approvals from governmental authorities which are material to the
operation of the business of the Company (collectively, the "Company
Permits"). The Company is in compliance in all material respects with the
terms of the Company Permits.
(c) The Company has no knowledge of any pending regulatory action of
any sort against the Company. The Company has not committed or permitted to
exist any violation of the rules and regulations of any regulatory agency or
any other duly authorized governmental authority.
2.9 Litigation. There is no action, suit, proceeding, claim,
arbitration or investigation pending, or as to which the Company has received
any notice of assertion nor, to the Company's knowledge, is there a threatened
action, suit, proceeding, claim, arbitration or investigation against the
Company which would be likely to be material to the Company, or which in any
manner challenges or seeks to prevent, enjoin, alter or delay any of the
transactions contemplated by this Agreement.
2.10 Employee Benefit Plans. The Company has no employee benefit
plans, pension plans or multi-employee plans.
2.11 Absence of Liens and Encumbrances. The Company has good and
valid title to, or, in the case of leased properties and assets, valid
leasehold interests in, all of its material tangible properties and assets,
real, personal and mixed, used in its business, free and clear of any liens or
encumbrances except as reflected in the Company Financials and except for
liens for taxes not yet due and payable and such imperfections of title and
encumbrances, if any, which would not be material to the Company.
2.12 Environmental Matters. The Company has complied and is in
compliance with all Federal, State, and local material environmental, health
and safety requirements.
2.13 Labor Matters. The Company has no employees.
2.14 Agreements, Contracts and Commitments. Except as set forth in
Section 2.13 of the Company Disclosure Letter, the Company is not a party to
and is not bound by:
(a) any employment or consulting agreement, contract or commitment
with any officer or director level employee or member of the Company's Board
of Directors;
(b) any agreement or plan, including, without limitation, any stock
option plan, stock appreciation right plan or stock purchase plan, any of the
benefits of which will be increased, or the vesting of benefits of which will
be accelerated, by the occurrence of any of the transactions contemplated by
this Agreement or the value of any of the benefits of which will be calculated
on the basis of any of the transactions contemplated by this Agreement;
(c) any agreement of indemnification or guaranty not entered into in
the ordinary course of business other than indemnification agreements between
the Company and any of its officers or directors;
(d) any agreement, contract or commitment currently in force relating
to the disposition or acquisition of assets not in the ordinary course of
business or any ownership interest in any corporation, partnership, joint
venture or other business enterprise; or
(e) any other material contract.
Neither the Company, nor to the Company's knowledge any other party to a
Company Contract (as defined herein), has breached, violated or defaulted
under, or received notice that it has breached, violated or defaulted under,
any of the material terms or conditions of any of the agreements, contracts or
commitments to which the Company is a party or by which it is bound of the
type described in clauses (a) through (e) above (any such agreement, contract
or commitment, a "Company Contract") in such a manner as would permit any
other party to cancel or terminate any such Company Contract, or would permit
any other party to seek damages, which would be reasonably likely to be
material to the Company.
2.15 Board Approval. The Board of Directors of the Company has, as of
the date of this Agreement, determined that the Merger is fair to, and in the
best interests of the Company and its stockholders.
2.16 Stockholder Approval. To the extent required by applicable law
and by the requisite vote required by applicable law, the stockholders of the
Company have duly approved (i) this Agreement and the Merger (ii) the Name
Change (iii) the election of current VidRev members of the board of directors
to the Surviving Company's board of directors, and (iv) the 2005 Stock Option
Plan attached in the form hereto as Exhibit D, each of (ii) (iv) above to
be effective and conditional upon the Closing.
2.17 Brokers or Finders. Except as set forth in Section 2.17 of the
VidRev Disclosure Schedule, neither the Company nor any of its representatives
has incurred any obligation or liability, contingent or otherwise, for
brokerage or finders' fees transactions contemplated by this Agreement for
which VidRev will or could be liable or responsible.
2.18 Over the Counter Bulletin Board Listing. Assuming compliance with
the application procedures of the Over the Counter Bulletin Board ("OTCBB"),
the Company is not aware of any fact that would prevent the Surviving Company
Common Stock to be listed on the OTCBB.
2.19 Information. All written information provided to VidRev by or on
behalf of the Company or any of its representatives (including, without
limitation, each representation and warranty of the Company set forth in this
Agreement) is, and the Company covenants that any such information provided
hereafter shall be, true and correct in all material respects and does not, or
shall not, omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided, however, that no representation or warranty is made
by the Company as to any financial forecasts or projections previously
furnished to VidRev by the Company.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
VIDREV
VidRev represents and warrants to the Company, subject to the exceptions
specifically disclosed in writing and referencing a specific representation in
the disclosure letter supplied by VidRev to the Company dated as of the date
hereof (the "VidRev Disclosure Letter"), as follows:
3.1 Organization of VidRev.
(a) VidRev is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation; has the
corporate power and authority to own, lease and operate its assets and
property and to carry on its business as now being conducted and as proposed
to be conducted; and is duly qualified or licensed to do business and is in
good standing in each jurisdiction where the character of the properties
owned, leased or operated by it or the nature of its activities makes such
qualification or licensing necessary, except where the failure to be so
qualified would not have a Material Adverse Effect on VidRev.
(b) VidRev has delivered or made available to the Company a true and
correct copy of the Articles of Incorporation and Bylaws of VidRev and similar
governing instruments, as amended to date, and such instrument is in full
force and effect. VidRev is not in violation of any of the provisions of its
Certificate of Incorporation or Bylaws or equivalent governing instruments.
3.2 VidRev Capital Structure. The authorized capital stock of VidRev
consists of 50,000,000 shares of VidRev Common Stock, of which there were
30,356,000 shares issued and outstanding as of the date of this Agreement.
All outstanding shares of VidRev Common Stock are duly authorized, validly
issued, fully paid and nonassessable. Except as set forth in the VidRev
Disclosure Letter, there are no outstanding or authorized options, warrants,
purchase rights, subscription rights, conversion rights, exchange rights, or
other contracts of VidRev that could require VidRev to issue, sell, or
otherwise cause to become outstanding any of its capital stock or any other
securities convertible into or evidencing the right to subscribe for any of
its capital stock. There are no outstanding or authorized stock appreciation,
phantom stock, profit participation, or similar rights with respect to VidRev.
At and as of the Closing, except as set forth in the VidRev Disclosure Letter,
VidRev will not be a party to any agreement relating to the registration of
shares of capital stock of the Company or any successor entity.
3.3 Authority.
(a) VidRev has all requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of VidRev, subject only to the filing of the
Certificate of Merger. This Agreement has been duly executed and delivered by
VidRev and, assuming the due authorization, execution and delivery by the
Company, constitutes the valid and binding obligation of each VidRev,
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy and other similar laws and general principles of equity.
The execution and delivery of this Agreement by VidRev does not, and the
performance of this Agreement by VidRev will not (i) conflict with or violate
the Certificate of Incorporation or Bylaws of VidRev or the Certificate of
Incorporation or Bylaws of VidRev, (ii) subject to compliance with the
requirements set forth in Section 3.3(b) below, conflict with or violate any
law, rule, regulation, order, judgment or decree applicable to VidRev or by
which it or any of their respective properties is bound or affected, or (iii)
assuming the receipt of all material consents, waivers and approvals referred
to in the last sentence of this Section 3.3(a), result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or impair VidRev's rights or alter the rights
or obligations of any third party under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the properties or assets of VidRev
pursuant to, any material note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which VidRev is a party or by which VidRev or any of their respective
properties are bound or affected.
(b) No consent, approval, order or authorization of, or registration,
declaration or filing with any Governmental Entity is required by or with
respect to VidRev in connection with the execution and delivery of this
Agreement or the consummation of the Merger, except for (i) the filing of the
Certificate of Merger with the Secretary of State of the State of Nevada and
the Secretary of State of the State of Florida, (ii) such consents, approvals,
orders, authorizations, registrations, declarations and filings (if any) as
may be required under applicable federal and state securities laws and the
securities or antitrust laws of any foreign country, and (iii) such other
consents, authorizations, filings, approvals and registrations (if any) which
if not obtained or made would not be material to VidRev or have a Material
Adverse Effect on the ability of the Parties to consummate the Merger.
3.4 VidRev Financial Statements. Vidrev has delivered to Company
certain financial statements (including, in each case, any related notes
thereto) of VidRev as attached in Schedule 3.4 in the VidRev Disclosure Letter
(the "VidRev Financials") and the VidRev Financials, (x) were prepared in
accordance with GAAP applied on a consistent basis throughout the periods
involved (except as may be indicated in the notes thereto or, in the case of
unaudited interim financial statements, and (y) fairly presented the financial
position of VidRev as of and at the respective dates thereof and the results
of VidRev's operations and cash flows for the periods indicated, except that
the unaudited interim financial statements may not contain footnotes and were
or are subject to normal and recurring year-end adjustments. The balance sheet
of VidRev as of September 30, 2004 is hereinafter referred to as the "VidRev
Balance Sheet." Except as disclosed in VidRev Financials, since the date of
VidRev Balance Sheet, VidRev has no liabilities (absolute, accrued, contingent
or otherwise) of a nature required to be disclosed on a balance sheet or in
the related notes to the financial statements prepared in accordance with GAAP
which are, individually or in the aggregate, material to the business, results
of operations or financial condition of VidRev taken as a whole, except
liabilities (i) provided for in VidRev Balance Sheet, or (ii) incurred since
the date of VidRev Balance Sheet in the ordinary course of business consistent
with past practices.
3.5 Absence of Certain Changes or Events. Since the date of VidRev
Balance Sheet, VidRev has conducted its business as ordinarily conducted
consistent with past practice and there has not occurred any change, event or
condition (whether or not covered by insurance) that has resulted in, or would
reasonable be expected to result in any Material Adverse Effect on VidRev.
3.6 Tax. VidRev has timely filed all tax returns that it was required
to file and such tax returns were correct and complete in all material
respects. All taxes that VidRev is or was required by law to withhold or
collect have been duly withheld or collected and, to the extent required, have
been paid to the proper governmental entity or deposited in accordance with
the law.
3.7 Compliance; Permits; Restrictions.
(a) VidRev is not, in any material respect, in conflict with, or in
default or violation of (i) any law, rule, regulation, order, judgment or
decree applicable to VidRev or by which VidRev or any of its is bound or
affected, or (ii) except as set forth in Section 3.7 of the VidRev Disclosure
Letter, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which VidRev
is a party or by which VidRev or its properties is bound or affected. No
investigation or review by any Governmental Entity is pending or, to VidRev's
knowledge, threatened against VidRev, nor has any Governmental Entity
indicated an intention to conduct the same. There is no agreement, judgment,
injunction, order or decree binding upon VidRev which has or could reasonably
be expected to have the effect of prohibiting or materially impairing any
business practice of VidRev, any acquisition of material property by VidRev or
the conduct of business by VidRev as currently conducted.
(b) VidRev holds all permits, licenses, variances, exemptions, orders
and approvals from governmental authorities which are material to the
operation of the business of VidRev (collectively, the "VidRev Permits").
VidRev is in compliance in all material respects with the terms of the VidRev
Permits.
(c) Except as disclosed in Section 3.7(c) of the VidRev Disclosure
Letter, VidRev has no knowledge of any pending regulatory action of any sort
against VidRev by any regulatory agency or any other duly authorized
governmental authority in any jurisdiction which could have a Material Adverse
Effect on VidRev. Except as set forth on Section 3.7(c) of the VidRev
Disclosure Letter, VidRev has not knowingly committed or permitted to exist
any violation of the rules and regulations of any regulatory agency or any
other duly authorized governmental authority.
3.8 Litigation. Except as disclosed in Section 3.8 of the VidRev
Disclosure Letter, there is no action, suit, proceeding, claim, arbitration or
investigation pending, or as to which VidRev has received any notice of
assertion nor, to VidRev's knowledge, is there a threatened action, suit,
proceeding, claim, arbitration or investigation against VidRev which
reasonably would be likely to be material to VidRev, or which in any manner
challenges or seeks to prevent, enjoin, alter or delay any of the transactions
contemplated by this Agreement.
3.9 Agreements, Contracts and Commitments. Except as set forth in
Section 3.9 of the VidRev Disclosure Letter, VidRev is neither a party to nor
is bound by:
(a) any employment or consulting agreement, contract or commitment
with any officer or director level employee or member of VidRev's Board of
Directors, other than those that are terminable by VidRev on no more than
thirty days notice without liability or financial obligation;
(b) any agreement or plan, including, without limitation, any stock
option plan, stock appreciation right plan or stock purchase plan, any of the
benefits of which will be increased, or the vesting of benefits of which will
be accelerated, by the occurrence of any of the transactions contemplated by
this Agreement or the value of any of the benefits of which will be calculated
on the basis of any of the transactions contemplated by this Agreement;
(c) any agreement of indemnification or guaranty not entered into in
the ordinary course of business other than indemnification agreements between
VidRev and any of its officers or directors;
(d) any agreement, contract or commitment currently in force relating
to the disposition or acquisition of assets not in the ordinary course of
business or any ownership interest in any corporation, partnership, joint
venture or other business enterprise; or
(e) any other material contract.
Neither VidRev, nor to VidRev's knowledge any other party to a VidRev
Contract (as defined below), has breached, violated or defaulted under, or
received notice that it has breached violated or defaulted under, any of the
material terms or conditions of any of the agreements, contracts or
commitments to which VidRev is a party or by which it is bound of the type
described in clauses (a) through (e) above (any such agreement, contract or
commitment, a "VidRev Contract") in such a manner as would permit any other
party to cancel or terminate any such VidRev Contract, or would permit any
other party to seek damages, which would be reasonably likely to be material
to VidRev.
3.10 Board Approval. The Board of Directors of VidRev has, as of the
date of this Agreement, determined that the Merger is fair to, and in the best
interests of VidRev and their respective stockholders.
3.11 Stockholder Approval. To the extent required by applicable law and
by the requisite vote required by applicable law, the stockholders of VidRev
have duly approved the Merger.
3.11 Brokers or Finders. Except as set forth in the VidRev
Disclosure Letter, neither VidRev nor any of its representatives have incurred
any obligation or liability, contingent or otherwise, for brokerage or
finders' fees transactions contemplated by this Agreement for which the
Company will or could be liable or responsible.
3.12 Information. All written information provided to the Company by
or on behalf of the VidRev or any of its representatives (including, without
limitation, each representation and warranty of the VidRev set forth in this
Agreement) is, and VidRev covenants that any such information provided
hereafter shall be, true and correct in all material respects and does not, or
shall not, omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided, however, that no representation or warranty is made
by VidRev as to any financial forecasts or projections previously furnished to
the Company by VidRev.
ARTICLE IV
ADDITIONAL AGREEMENTS
4.1 Public Disclosure. The Parties will consult with each other before
issuing any press release or otherwise making any public statement with
respect to the Merger and this Agreement and will not issue any such press
release or make any such public statement without the prior consent of the
other party, except as may be required by law, rule or regulation.
4.2 Legal Requirements. Each of VidRev and the Company will use its
respective reasonable commercial efforts to take all actions necessary or
desirable to comply promptly with all legal requirements which may be imposed
on them with respect to the consummation of the transactions contemplated by
this Agreement (including furnishing all information required in connection
with approvals by or filings with any Governmental Entity), and will act in
good faith in the performance or satisfaction of all legal requirements and
promptly cooperate with and furnish information to any party hereto necessary
in connection with any such filings with or investigations by any Governmental
Entity, and any other such requirements imposed upon any of them or their
respective subsidiaries in connection with the consummation of the
transactions contemplated by this Agreement. The Company will use its
commercially reasonable efforts to take such steps as may be necessary to
comply with the securities and blue sky laws of all jurisdictions which are
applicable to the issuance of the Surviving Company Common Stock pursuant
hereto, at the sole cost and expense of VidRev prior to the Effective Time,
and the Surviving Company, thereafter.
4.3 Notification of Certain Matters. VidRev will give prompt notice to
the Company, and the Company will give prompt notice to VidRev, of the
occurrence, or failure to occur, of any event, which occurrence or failure to
occur would be reasonably likely to cause (a) any representation or warranty
contained in this Agreement and made by it to be untrue or inaccurate in any
material respect at any time from the date of this Agreement to the Effective
Time such that the conditions set forth in Section 5.2 or 5.3, as the case may
be, would not be satisfied as a result thereof or (b) any material failure of
VidRev or the Company, as the case may be, or of any officer, director,
employee or agent thereof, to comply with or satisfy any covenant, condition
or agreement to be complied with or satisfied by it under this Agreement.
Notwithstanding the above, the delivery of any notice pursuant to this Section
will not limit or otherwise affect the remedies available hereunder to the
party receiving such notice.
4.4 Board of Directors and Certain Officers of the Surviving
Company. Immediately prior to the Effective Time, each of the current members
of the board of directors of the Company and each of the officers of the
Company shall resign. The directors and officers of VidRev immediately prior
to the Effective Time shall be the initial directors and officers of the
Surviving Company, each to hold office in accordance with the Articles of
Incorporation and By-laws of the Surviving Company.
4.5 Current Report on Form 8-K. Within four (4) days after (i) the
execution of this Agreement and (ii) the consummation of the Merger, the
Company shall file with the SEC a Current Report on Form 8-K describing the
transactions contemplated by this Agreement, together with a copy of this
Agreement and any other information and exhibits that may be required by
applicable law.
4.6 Conduct of Business Pending the Merger. Except as otherwise
contemplated by this Agreement, after the date hereof and prior to the Closing
Date or earlier termination of this Agreement, unless the other party shall
otherwise agree in writing, each of the Parties:
(a) conduct its business in the ordinary and usual course of business
and consistent with past practice;
(b) not (i) amend or propose to amend its charter or by-laws, (ii)
except as contemplated by this Agreement, split, combine or reclassify its
outstanding capital stock or (iii) declare, set aside or pay any dividend or
distribution payable in cash, stock, property or otherwise;
(c) not make any loans, advances or capital contributions to, or
investment in, any other person or entity;
(d) not adopt a plan of complete or partial liquidation, dissolution,
merger, consolidation, restructuring, recapitalization or other reorganization
of the Company (other than in connection with the Merger) or any of its
subsidiaries;
(e) not take any action, engage in any transaction or enter into any
agreement which would cause any of the representations or warranties of such
party set forth in this Agreement to be untrue as of the Effective Time; and
(f) not agree, in writing or otherwise, to take any of the foregoing
actions.
4.7 No Reverse Splits. All stockholders of the Company shall be
protected against any reverse split that occurs in the Surviving Company for a
period of two years following Closing, and in the event of any such reverse
split, such stockholders shall be entitled to have the Surviving Company issue
to them additional shares to increase their respective stock holdings as
though such reverse split had never been effected.
4.8 No Solicitation. Until the Closing or termination of this
Agreement as set forth in Section 6.1 herein, neither the Company nor VidRev
will (nor will either of them permit any agent or affiliate to) solicit,
initiate or encourage any Acquisition Proposal (as hereinafter defined) or
furnish any information to, or cooperate with, any person, corporation, firm
or other entity with respect to an Acquisition Proposal. As used herein
"Acquisition Proposal" means a proposal for a merger or other business
combination involving such entity or for the acquisition of a substantial
equity interest in, or a substantial portion of the assets of such entity
other than the Merger.
4.9 SB-2 Registration Statement. The Parties agree, at the sole cost
and expense of VidRev, to file as soon as practicable a Registration Statement
on Form SB-2 to register the resale by TTA Technologies Ltd. of up to
1,000,000 shares of the Surviving Company Common Stock it will receive in the
Merger and to register for sale and issuance by the Surviving Company of up to
1,000,000 shares of Surviving Company Common Stock.
ARTICLE V
CONDITIONS TO THE MERGER
5.1 Conditions to Obligations of Each Party to Effect the Merger. The
respective obligations of each Party to this Agreement to effect the Merger
shall be subject to the satisfaction at or prior to the Effective Time of the
following conditions:
(a) No Order. No Governmental Entity shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, executive
order, decree, injunction or other order (whether temporary, preliminary or
permanent) which is in effect and which has the effect of making the Merger
illegal or otherwise prohibiting consummation of the Merger.
5.2 Additional Conditions to Obligations of the Company. The
obligations of the Company to consummate and effect the Merger shall be
subject to the satisfaction at or prior to the Effective Time of each of the
following conditions, any of which may be waived, in writing, exclusively by
the Company:
(a) Representations and Warranties. The representations and warranties
of VidRev contained in this Agreement shall have been true and correct in all
material respects as of the date of this Agreement. In addition, the
representations and warranties of VidRev contained in this Agreement shall be
true and correct in all material respects on and as of the Effective Time
except for changes contemplated by this Agreement and except for those
representations and warranties which address matters only as of a particular
date (which shall remain true and correct as of such particular date), with
the same force and effect as if made on and as of the Effective Time, except
in such cases where the failure to be so true and correct would not have a
Material Adverse Effect on VidRev. The Company shall have received a
certificate with respect to the foregoing signed on behalf of VidRev by a duly
authorized officer of VidRev.
(b) Agreements and Covenants. VidRev shall have performed or complied
in all material respects with all agreements and covenants required by this
Agreement to be performed or complied with by them on or prior to the
Effective Time, and the Company shall have received a certificate to such
effect signed on behalf of VidRev by a duly authorized officer of VidRev.
(c) Cancellation/Issuance of Shares. TTA Technologies Ltd., which
owns 29,374,500 shares of VidRev Common Stock shall have tendered 3,959,357 of
its shares of VidRev Common Stock to VidRev for cancellation and VidRev shall
cancel such shares. VidRev shall issue to Xxxxx Xxxxxxx 200,000 restricted
shares of VidRev Common Stock prior to the Effective Time as a finder's fee in
connection with the Merger. VidRev shall have 26,596,643 shares of VidRev
Common Stock issued and outstanding immediately prior to the Effective Time.
(d) Opinion of Counsel for VidRev. The Company shall have received an
opinion from Xxxxx Raysman Xxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for VidRev,
dated as of the Closing, relating to the transactions contemplated herein, in
form and substance reasonably acceptable to the Company.
(e) Registration Rights Agreement. VidRev shall have entered into a
Registration Rights Agreement, in the form attached hereto as Exhibit E, which
provides certain piggyback registration rights with respect to the Piggyback
Shares.
5.3 Additional Conditions to the Obligations of VidRev. The
obligations of VidRev to consummate and effect the Merger shall be subject to
the satisfaction at or prior to the Effective Time of each of the following
conditions, any of which may be waived, in writing, exclusively by VidRev:
(a) Representations and Warranties. The representations and warranties
of the Company contained in this Agreement shall have been true and correct in
all material respects as of the date of this Agreement. In addition, the
representations and warranties of the Company contained in this Agreement
shall be true and correct in all material respects on and as of the Effective
Time except for changes contemplated by this Agreement and except for those
representations and warranties which address matters only as of a particular
date (which shall remain true and correct as of such particular date), with
the same force and effect as if made on and as of the Effective Time. VidRev
shall have received a certificate with respect to the foregoing signed on
behalf of the Company by a duly authorized officer of the Company.
(b) Agreements and Covenants. The Company shall have performed or
complied in all material respects with all agreements and covenants required
by this Agreement to be performed or complied with by it on or prior to the
Effective Time, and VidRev shall have received a certificate to such effect
signed on behalf of the Company by a duly authorized officer of the Company.
(c) Information Statement. The Company shall file a preliminary joint
Information Statement/Registration Statement on Form S-4 with the SEC and
shall use its best efforts to receive and respond to the comments of the SEC
and to cause a final joint Information Statement/Registration Statement on
Form S-4 (the "Definitive Information Statement/Form S-4") to be mailed to the
Company's stockholders and VidRev's stockholders, all at the earliest
practicable time. The Company shall notify VidRev promptly of the receipt of
the comments of the SEC, and of any request by the SEC for amendments or
supplements to the preliminary and Definitive Information Statement/Form S-4
or for additional information.
If at any time prior to the Closing any event relating to the Parties
should be discovered which should be set forth in an amendment of, or a
supplement to, the Definitive Information Statement/Form S-4, the Parties
shall use their best efforts to take any necessary action as promptly as
practicable to permit an appropriate amendment or supplement to be transmitted
to the Company and VidRev's stockholders, and the Parties shall transmit such
amendment or supplement as promptly as practicable.
(d) The Company's Form S-4. The Company shall file the Definitive
Information Statement/Form S-4 with respect to the sale and issuance of
Surviving Company Common Stock and the SEC shall declare such registration
statement effective.
(e) Over the Counter Bulletin Board Listing. VidRev has obtained
assurance to its sole satisfaction that the Surviving Company Common Stock
will be listed on the OTCBB.
(f) Opinion of Counsel for The Company. VidRev shall have received an
opinion from Xxxxxxxxxx & Xxxxxxxxxx, counsel for the Company, dated as of
the Closing, relating to the transactions contemplated herein, in the form and
substance reasonably acceptable to VidRex.
(g) Cancellation/Issuance of Shares. Certain Kentex stockholders, who
collectively own 2,234,640 shares of Company Common Stock shall have tendered
all of their shares Company Common Stock to the Company for cancellation and
the Company shall cancel such shares. The Company shall issue to Xxxxxx
Services, Inc., a Utah corporation ("Xxxxxx Services"), 520,000 restricted
shares of Company Common Stock ("Xxxxxx Shares") in consideration of Xxxxxx
Services payment of all the Company's costs associated with the Merger and for
its forgiveness of all past indebtedness of the Company to Xxxxxx Services.
The Company shall also issue to its legal counsel, Xxxxxxxxxx & Xxxxxxxxxx,
80,000 restricted shares of Company Common Stock (the "Xxxxxxxxxx Shares", and
together with the Xxxxxx Shares, the "Piggyback Shares") in consideration of
legal services rendered. The Company shall have 723,357 shares of Company
Common Stock issued and outstanding immediately prior to the Effective Time.
(h) No Outstanding Liabilities. The Company Financials shall reflect
no liabilities and no such liabilities shall exist, or to the extent any
liabilities do exist, the Company shall provide to VidRev satisfactory
evidence of payment or waiver of such liabilities, including, but not limited
to, payment or waiver of any and all liabilities of any type or nature
whatsoever owed to Xxxxxx Services, by the Company.
ARTICLE VI
TERMINATION, AMENDMENT AND WAIVER
6.1 Termination. This Agreement may be terminated at any time prior to
the Effective Time of the Merger:
(a) by mutual written consent duly authorized by the Boards of
Directors of VidRev and the Company;
(b) by either the Company or VidRev if the Merger shall not have been
consummated by June 30, 2005.
(c) by either the Company or VidRev if a Governmental Entity shall
have issued an order, decree or ruling or taken any other action (an "Order"),
in any case having the effect of permanently restraining, enjoining or
otherwise prohibiting the Merger, which order, decree or ruling is final and
nonappealable;
(d) by the Company, upon a breach of any representation, warranty,
covenant or agreement on the part of VidRev set forth in this Agreement, or if
any representation or warranty of VidRev shall have become untrue, in either
case such that the conditions set forth in Section 5.2(a) or Section 5.2(b)
would not be satisfied as of the time of such breach or as of the time such
representation or warranty shall have become untrue, provided that if such
inaccuracy in VidRev's representations and warranties or breach by VidRev is
curable by VidRev through the exercise of its commercially reasonable efforts,
then the Company may not terminate this Agreement under this Section 6.1(d)
provided VidRev continues to exercise such commercially reasonable efforts to
cure such breach, which shall be in the sole discretion of the Company; or
(e) by VidRev, upon a breach of any representation, warranty, covenant
or agreement on the part of the Company set forth in this Agreement, or if any
representation or warranty of the Company shall have become untrue, in either
case such that the conditions set forth in Section 5.3(a) or Section 5.3(b)
would not be satisfied as of the time of such breach or as of the time such
representation or warranty shall have become untrue, provided that if such
inaccuracy in the Company's representations and warranties or breach by the
Company is curable by the Company through the exercise of its commercially
reasonable efforts, then VidRev may not terminate this Agreement under this
Section 6.1(e) provided the Company continues to exercise such commercially
reasonable efforts to cure such breach, which shall be in the sole discretion
of VidRev.
6.2 Notice of Termination; Effect of Termination. Any termination of
this Agreement under Section 6.1 above will be effective immediately upon the
delivery of written notice of the terminating party to the other parties. In
the event of the termination of this Agreement as provided in Section 6.1,
this Agreement shall be of no further force or effect, except (i) as set forth
in this Section 6.2, Section 6.3 and Article 7, each of which shall survive
the termination of this Agreement, and (ii) nothing herein shall relieve any
party from liability for any breach of this Agreement.
6.3 Fees and Expenses. All fees and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expenses whether or not the Merger is consummated.
ARTICLE VII
GENERAL PROVISIONS
7.1 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by commercial
delivery service, or sent via telecopy (receipt confirmed) to the Parties at
the following addresses or telecopy numbers (or at such other address or
telecopy numbers for a party as shall be specified by like notice):
(a) if to VidRev, to:
Vidrev Technologies, Inc.
0000 Xxxxxxx Xxxx Xxxx #000
Xxx Xxxxxxx, XX. 00000
Telephone: (000) 000-0000
Fax:
Attention: Xxxxx Xxxxxx
with a copy to:
Xxxxx Raysman Xxxxxxxxx Xxxxxx & Xxxxxxx
LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxx X. Xxxxxx, Esq.
(b) if to the Company, to:
Kentex Petroleum, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxx Xxxx Xxxx, Xxxx 00000
Telephone: (000) 000-0000
Fax:
Attention: Xxxxx X. Xxxxxx
with copy to:
Xxxxxxxxxx & Xxxxxxxxxx
Hermes Building
Suite 205
000 Xxxx Xxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxxxx, Esq.
7.2 Indemnification for Material Misstatements or Omissions.
(a) VidRev agrees to indemnify, defend and save the Company and its
directors, officers, employees, owners, agents and affiliates and their
successors and assigns or heirs and personal representatives, as the case may
be (each a "Company Indemnified Party"), harmless from and against, and to
promptly pay to a Company Indemnified Party or reimburse a Company Indemnified
Party for any and all losses, damages, expenses (including, without
limitation, court costs, amounts paid in settlement, judgments, reasonable
attorneys' fees or other expenses for investigating and defending, including,
without limitation, those arising out of the enforcement of this Agreement),
suits, actions, claims, deficiencies, liabilities or obligations
(collectively, the "Losses") sustained or incurred by such Company Indemnified
Party relating to, caused by or resulting from any untrue or allegedly untrue
statement of a material fact contained in any Registration Statement, any
prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein (in the case of any prospectus or
form of prospectus or supplement thereto, in light of the circumstances under
which they were made) not misleading, except to the extent, but only to the
extent, that such untrue statements or omissions are based solely upon
information regarding VidRev included by VidRev or its management or
affiliates therein.
(b) The Company agrees to indemnify, defend and save VidRev and its
directors, officers, employees, owners, agents and affiliates and their
successors and assigns or heirs and personal representatives, as the case may
be (each a "VidRev Indemnified Party"), harmless from and against, and to
promptly pay to a VidRev Indemnified Party or reimburse a VidRev Indemnified
Party for any and all Losses sustained or incurred by such VidRev Indemnified
Party relating to, caused by or resulting from any untrue or allegedly untrue
statement of a material fact contained in any Registration Statement, any
prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein (in the case of any prospectus or
form of prospectus or supplement thereto, in light of the circumstances under
which they were made) not misleading, except to the extent, but only to the
extent, that such untrue statements or omissions are based solely upon
information regarding the Company included by the Company or its management or
affiliates therein.
7.3 Counterparts. This Agreement may be executed in
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the Parties and delivered to the other party, it being understood that all
Parties need not sign the same counterpart.
7.4 Entire Agreement; Third Party Beneficiaries. This Agreement and
the documents and instruments and other agreements among the Parties as
contemplated by or referred to herein, including the Company Disclosure Letter
and the VidRev Disclosure Letter (a) constitute the entire agreement among the
Parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the Parties with
respect to the subject matter hereof; and (b) are not intended to confer upon
any other person any rights or remedies hereunder.
7.5 Severability. In the event that any provision of this Agreement or
the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the Parties. The Parties further agree to
replace such void or unenforceable provision of this Agreement with a valid
and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.
7.6 Other Remedies; Specific Performance. Except as otherwise provided
herein, any and all remedies herein expressly conferred upon a party will be
deemed cumulative with and not exclusive of any other remedy conferred hereby,
or by law or equity upon such party, and the exercise by a party of any one
remedy will not preclude the exercise of any other remedy. The Parties agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of
the United States or any state having jurisdiction, this being in addition to
any other remedy to which they are entitled at law or in equity.
7.7 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada, regardless of the laws
that might otherwise govern under applicable principles of conflicts of law
thereof; provided that issues involving the corporate governance of any of the
Parties shall be governed by their respective jurisdictions of incorporation.
7.8 Rules of Construction. The Parties agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule
of construction providing that ambiguities in an agreement or other document
will be construed against the party drafting such agreement or document.
7.9 Assignment. No party may assign either this Agreement or any of
its rights, interests, or obligations hereunder without the prior written
approval of the Parties. Subject to the preceding sentence, this Agreement
shall be binding upon and shall inure to the benefit of the Parties and their
respective successors and permitted assigns.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized respective officers as of the date first
written above.
VIDREV TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: President & C.O.O
KENTEX PETROLEUM, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: President
