SHARE EXCHANGE AGREEMENT
Exhibit
10.1
This
Share Exchange Agreement (this "Agreement") is made and entered into on November
7, 2008, by and among Silver Reserve Corp., a Delaware corporation, as buyer
(the "Company"); Infrastructure Materials Corp. US a Nevada corporation (
“Infrastructure” ); and Xxxx Xxxxxxxxxx, the sole Shareholder of Infrastructure
(the "Shareholder").
RECITALS:
A. As
of
Closing the Shareholder will own of record and beneficially all of the issued
and outstanding shares of capital stock of Infrastructure (the "Infrastructure
Shares").
B. The
Shareholder desires to sell to the Company, and the Company desires to purchase
from the Shareholder, the Infrastructure Shares, on the terms and subject to
the
conditions of this Agreement.
C. As
of the
Closing Infrastructure will own or have the exclusive right to explore the
mineral claims as more particularly described in SCHEDULES
A of
this
Agreement (collectively referred to herein as the “Properties”).
NOW,
THEREFORE, for and in consideration of the premises and the mutual promises
and
undertakings contained herein, and for other good and valuable consideration,
and subject to the terms and conditions of this Agreement, the parties hereto
agree as follows.
| 1. |
THE
EXCHANGE.
|
1.1 Sale
and Purchase of the Infrastructure Shares.
On the
terms and subject to conditions of this Agreement, at the Closing (as defined
below), the Shareholder shall sell, transfer, assign, convey and deliver to
the
Company, free and clear of all adverse claims, security interests, liens, claims
and encumbrances (other than restrictions under applicable securities laws
or as
expressly agreed to herein by the Company), and the Company shall purchase,
accept and acquire all of the Infrastructure Shares from the Shareholder, such
purchase and sale being herein sometimes referred to as the "Exchange." At
Closing, the Company shall receive good and merchantable title to the
Infrastructure Shares.
1.2 Issuance
of Exchange Shares.
In full
payment for the Infrastructure Shares, the Company shall issue and deliver
to
the Shareholder, $198,512.00 (the Purchase Price) subject to adjustments
representing all of the costs incurred by the Shareholder in accruing properties
and incorporating Infrastructure to be payable with 397,024 common shares of
the
Company (the "Exchange Shares") at $0.50 per share. The Exchange Shares, will,
when issued, be validly issued, fully paid, and nonassessable; and the sale,
issuance and delivery of the Exchange Shares on the terms herein contemplated
will be authorized by all requisite corporate action of the Company; and the
Exchange Shares will not be subject to any preemptive rights, options or similar
rights on the part of any Shareholder or creditor of the Company or any other
person. The Exchange Shares will be issued at Closing (as defined below)
pursuant to an exemption from registration under the Securities Act of 1933,
as
amended (the “Securities Act”) pursuant to Section 4(2) of the Securities Act.
Upon issuance, the Exchange Shares will be considered “restricted” shares and
may not be transferred or re-sold unless an exemption for such transfer is
available or the re-sale is covered by a registration statement filed under
the
Securities Act.
1.3 Restrictive
Legend on Shares. When
issued the certificates evidencing the Exchange Shares will bear a restrictive
legend substantially in the following form:
"The
shares represented by this Certificate have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and are "restricted
securities" as that term is defined in Rule 144 under the Securities Act. These
shares may not be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Securities Act, or
pursuant to an exemption from registration under the Securities
Act."
1.4 Closing.
Subject
to the conditions precedent set forth herein, the Closing of all transactions
herein contemplated (the "Closing") shall take place the execution of this
Agreement by all of the parties. This Agreement shall be effective and binding
when signed by all parties.
1.5 Appointment
of Officers and Directors.
At
Closing, Xxxxx Xxxxxxx shall be appointed as a director and secretary of
Infrastructure and Xxxx Xxxxxxxxxx shall remain as a director and
President
1.6 Further
Assurances.
Infrastructure and the Shareholder agree to execute all documents and
instruments and to take or to cause to be taken all actions which the Company
deems necessary or appropriate to complete the transactions contemplated by
this
Agreement, whether before or after the Closing.
1.7 Public
Filing.
Upon
execution and or Closing of this Agreement, the Company shall prepare and file
such documents as are necessary to comply with all applicable U.S. Securities
Laws and regulations, including a report on Form 8-K. The parties agree to
cooperate in the preparation of such filings.
| 2. |
OTHER
AGREEMENTS OF THE PARTIES.
|
2.1 Infrastructure
to Provide Financial Records.
Infrastructure at Closing shall provide financial records, including receipts
for incorporation costs and all other expenditures incurred since the date
of
inception (collectively referred to herein as “Financial Data”).
| 3. |
REPRESENTATIONS
AND WARRANTIES OF INFRASTRUCTURE AND SHAREHOLDER.
|
Infrastructure
and the Shareholder hereby represent and warrant to the Company that the
following are true and correct as of the Closing:
3.1 Organization
and Standing.
Infrastructure and is and on the Closing will be duly organized, validly
existing and in good standing under the laws of the State of Nevada with all
requisite power and authority to carry on the business in which it is engaged,
to hold mineral claims on mineral rights and other assets it may own, and are
duly qualified and licensed to do business and is in good standing in all
jurisdictions where the nature of their business makes such qualification
necessary.
3.2 Capitalization.
Other
than the Infrastructure Shares to be conveyed to the Company pursuant to this
Agreement, no other shares of capital stock have been issued. All of the issued
and outstanding share of capital stock of Infrastructure have been duly
authorized, validly issued, and are fully paid and non assessable.
Infrastructure does not have outstanding any option, warrant or similar
instrument that entitles its holder to acquire shares and is not a party to
or
bound by any agreement, instrument, arrangement, contract, obligation,
commitment or understanding of any character, whether written or oral, express
or implied, whereby Infrastructure is bound to issue shares of its capital
stock
or any instrument or right convertible into or exchangeable for shares of its
capital stock, nor relating to the sale, assignment, encumbrance, conveyance,
transfer or delivery of any capital stock of Infrastructure of any type or
class.
3.3 Litigation.
There
are no claims, actions, suits, proceedings or investigations pending or
threatened against or affecting Infrastructure or any of its properties or
assets in any court or by or before any governmental department, commission,
board, bureau, agency or other instrumentality, domestic or foreign, or
arbitration tribunal or other forum which, if determined adversely to
Infrastructure, would materially affect its business, prospects, Properties
or
financial condition or Infrastructure's right to conduct its mineral exploration
business as being conducted or expected to be conducted. There are no judgments,
decrees, injunctions, writs, orders or other mandates outstanding to which
Infrastructure is a party or by which it is bound or affected.
3.4 Estoppel.
All
statements made in this Agreement, or in any Schedule hereto, or in any document
or certificate executed and delivered herewith, by Infrastructure are true,
correct and complete as of the date of this Agreement and will be so as of
the
Closing. All statements contained in any certificate made by any official of
Infrastructure and delivered to the Company shall be deemed representations
and
warranties of Infrastructure and the Shareholder.
3.5 Compliance
with Laws and Permits. To the best of its knowledge, Infrastructure has
complied in all material respects with its organizational documents, including
its articles of incorporation and bylaws (each as amended to date), all
applicable laws, regulations and rules, all applicable orders, judgments, writs,
decrees or injunctions of any local or county governments or any department,
agency or other instrumentality thereof, domestic (United States), applicable
to
its business or Properties, and has not done or omitted to do any act or acts
which singly or in the aggregate are in violation of any of the foregoing.
To
the best of its knowledge, Infrastructure has, except as noted herein or in
the
Schedule hereto, obtained all licenses and permits necessary to explore its
Properties and carry out its operations, is not in violation of any such license
or permit and has not received any notification that any revocation or
limitation thereof is pending or threatened.
3.6 No
Undisclosed Material Liabilities.
Infrastructure has not incurred any liabilities or obligations whatever (whether
direct, indirect, accrued, contingent, absolute, secured or unsecured or
otherwise) affecting or related to the Properties, including liabilities as
mortgagor, guarantor or surety or otherwise for debts or the obligations of
others and tax liabilities due or to become due. There is no basis for any
material claim against Infrastructure's Properties or assets. Infrastructure
has
no creditors or agreement with another third party whose prior consent might
be
required by law to the sale of the Properties.
3.7 Material
Transactions and Adverse Changes.
Except
as has been disclosed in writing to the Company , Infrastructure has not, and
as
of the Closing will not have: (i) suffered any material adverse change in its
assets taken as a whole; (ii) suffered any damage or destruction in the nature
of a casualty loss to any one or more of its assets, whether or not covered
by
insurance, which singly or in the aggregate are materially adverse to the
Properties or business of Infrastructure; (iii) made any change in any method
of
accounting or accounting practice, including the revaluation of any of its
assets; or (iv) agreed in writing or otherwise to take any action prohibited
by
this Agreement.
3.8 Taxes.
All
taxes applicable to Infrastructure, its Properties or other assets and/or to
the
Infrastructure Shares (including the transfer of such Infrastructure Shares),
including any income, excise, unemployment, occupational, franchise, ad valorem
and other taxes, duties, assessments or charges levied, assessed or imposed
upon
Infrastructure by the Government or subdivision or instrumentality thereof
have
been duly paid (or will be paid as of the Closing) or adequately disclosed
to
the Company and provided for, and all required tax returns or reports concerning
any such items have been duly filed. Infrastructure has not waived any statute
of limitations with respect to any tax liability whatever for any period prior
to the date of this Agreement or agreed to any extension of time with respect
to
a tax assessment or liability.
3.9 Indebtedness
to and from Affiliates.
Infrastructure is not indebted to any officer, director, employee or Shareholder
thereof, or any affiliate of such persons, as of the date of this Agreement,
and
no money or property is owed to Infrastructure by any officer, director,
employee or Shareholder thereof or any affiliate of such persons, and none
will
be owed as of the Closing.
3.10 Documents
Genuine.
All
originals and/or copies of Infrastructure organizational documents, including
articles of incorporation and bylaws, each as amended to date, and all minutes
of meetings and written consents of directors and Shareholder in lieu of
meetings of directors and/or Shareholder of Infrastructure, Financial Data,
and
any and all other documents, material, data, files, or information which have
been or will be furnished to the Company, are and will be true, complete,
correct and unmodified originals and/or copies of such documents, information,
data, files or material.
3.11 Employees
and Salaries.
Infrastructure will have no employees at the Closing.
3.12 Authorization
and Validity.
The
execution, delivery and performance by Infrastructure of this Agreement and
any
other agreements contemplated hereby, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by Infrastructure
and
all necessary approvals of the Shareholder of Infrastructure will have been
obtained by the Closing. This Agreement and any other agreement contemplated
hereby have been or will be as of the Closing duly executed and delivered by
Infrastructure and constitutes and will constitute legal, valid and binding
obligations of Infrastructure, enforceable against it in accordance with their
respective terms, except as may be limited by applicable bankruptcy, insolvency
or similar laws affecting creditors' rights generally or the availability of
equitable remedies.
3.13 Consents;
Approvals; Conflict.
No
consent, approval, authorization or order of any court or governmental agency
or
other body is required for the Shareholder to consummate the Exchange. Neither
the execution, delivery, consummation or performance of this Agreement shall
conflict with, or constitute a breach of any law or regulation and no prior
approval is necessary by or under, Infrastructure’s articles of incorporation,
bylaws or any note, mortgage, indenture, deed of trust, lease, obligation,
or
other agreement or instrument to which Infrastructure is a party.
3.14 Property.
Attached to this Agreement or will be at the Closing SCHEDULE
A with
descriptions of all mineral claims owned or which Infrastructure has the
exclusive right to explore and which are included within the definition of
“Properties” as that term is used in this Agreement. Infrastructure represents
and warrants that at the Closing they will have registered rights to those
mineral claims, free of all regulatory, liens or encumbrances and will have
such
registered rights at Closing. Infrastructure will provide at the Closing, proof
of clear title or right to the mineral claims and leases included in the
SCHEDULE
A.
3.15 Restrictive
Covenants.
Prior
to the consummation of the Exchange, Infrastructure shall conduct its business
in the ordinary and usual course without unusual commitments and in compliance
with all applicable laws, rules, and regulations. Furthermore, Infrastructure
will not, without the prior written consent of the Company, (i) make any changes
in its capital structure, (ii) incur any liability or obligation other than
current liabilities incurred in the ordinary and usual course of business,
(iii)
incur any material indebtedness for borrowed money, (iv) make any loans or
advances other than in the ordinary and usual course of business, (v) declare
or
pay any dividend or make any other distribution with respect to its capital
stock, (vi) issue, sell, or deliver or purchase or otherwise acquire for value
any of its stock or other securities, or (vii) mortgage, pledge, or subject
to
encumbrance any of its assets or Properties or sell or transfer any of its
assets or Properties.
3.16 Disclaimer
of Further Warranties; Etc.
Except
as expressly set forth in this Agreement and the Schedule hereto, the Company
has made no other representation or warranty to Infrastructure or the
Shareholder in connection with the Exchange. Infrastructure's and the
Shareholder’s decision to enter into the Exchange is based upon their own
independent judgment and investigation and not on any representations or
warranties of the Company, other than those expressly stated in this Agreement
and in the Schedule hereto.
3.17 Environmental
Matters.
Infrastructure, or the Shareholder or any predecessor entity controlled by
the
Shareholder and or associates of the Shareholder:
(a) has
not
(A) generated, used, transported, treated, stored, released or disposed of
any
hazardous substance in violation of any applicable laws; or (B) engaged in
any
generation, use, transportation, treatment, storage, release or disposal of
any
hazardous substance in connection with the conduct of its business or the use
of
any property or facility which has created or might reasonably be expected
to
create any liability under any applicable laws or which would require reporting
to or notification of any governmental entity and will not have at the
Closing.
(b) has
not
(A) received notice that they are potentially responsible parties for an
environmental cleanup site or for corrective action under any applicable law;
(B) submitted or been required to submit any environmental notice pursuant
to
any applicable law; (C) received any written request for information in
connection with any environmental cleanup site; or (D) been required to
undertake any prospective or remedial action or clean-up action of any kind
at
the request of any governmental entity, or at the request of any other person,
relating to any applicable environmental law and will not have at the Closing.
(c) has
conducted all of its operations and exploration activities in material
compliance with all applicable environmental laws.
Infrastructure
and the Shareholder are not aware of any environmental claim, investigation
or
violation that would affect the ability of Infrastructure. to explore the
Properties.
4. REPRESENTATIONS
AND WARRANTIES OF THE SHAREHOLDER.
The
Shareholder represents and warrants to the Company that the following are true
and correct as of the date hereof and will be true and correct through the
Closing as if made on that date:
4.1 Ownership
of the Infrastructure Shares. The
Shareholder owns, of record and beneficially, the number of Infrastructure
Shares set out herein; the Shareholder’s shares are free and clear of all liens,
claims, rights or other encumbrances whatsoever and of all options and similar
rights of third persons; and no person has or will have any right in and to
such
share except as is created by force of any applicable law. No third party has
or
at Closing will have any right of first refusal, pre-emptive right, option
or
similar right to acquire the Infrastructure Shares of the Shareholder prior
to
the Closing.
4.2 Full
right and Legal Capacity.
The
Shareholder has the full right, power and legal capacity to enter into this
Agreement and sell and deliver the Infrastructure Shares to the Company.
4.3 Solvency.
The
Shareholder represent and warrant that he is not now insolvent and will not
be
insolvent after selling and delivering the Infrastructure Shares to the Company
on the terms of this Agreement, and in exchange for the Infrastructure Shares
being sold hereby the Shareholder is receiving new consideration at least equal
to the full and fair value of the Infrastructure Shares being sold.
4.4 Acknowledgements
Regarding the Company and the Exchange Shares.
(a) Infrastructure
and the Shareholder understand and acknowledge that the Company is a publicly
reporting company with no current revenues. The Shareholder recognizes that
the
Exchange Shares are speculative and involve a high degree of risk, and that
the
prospects and future success of the Company depend principally on its ability
to
raise sufficient capital to carry out exploration on the
Properties.
(b) The
Shareholder acknowledges and agrees that he has been furnished with or has
access to the Company’s latest regulatory filings (for information purposes
only) setting out its business, assets, financial condition and plan of
operation. The Shareholder further represent that he has full knowledge of
the
Company and its business, assets, results of operations, financial condition
and
plan of operation and the terms and conditions of the issuance of the Exchange
Shares. The Shareholder acknowledges that he has full access to all of the
affairs of the Company as a result of his position as Chief Executive Officer
of
the Company.
(c) In
connection with the issuance and delivery of the Exchange Shares, the
Shareholder understand and acknowledge that the Exchange Shares have not been
registered under the Securities Act and have been issued in reliance upon
exemptions from registration provided by Section 4(2) of the Securities Act
and
Regulation D promulgated under the Securities Act, on the grounds that the
transactions contemplated in this Agreement do not involve any public offering.
The Shareholder is acquiring the Exchange Shares for this own account, and
not
for the account of any other person, and not for distribution, assignment or
resale to others, or for pledge or hypothecation, and no other person has or
is
intended to have a direct or indirect ownership or contractual interest in
the
Exchange Shares except as may exist or arise by operation of law. The
Shareholder acknowledge that the Exchange Shares are "restricted securities"
as
that term is defined in Rule 144(a) of the General Rules and Regulations under
the Securities Act and understand that the Exchange Shares must be held
indefinitely until they are subsequently registered for re-sale under the
Securities Act or an exemption from such registration requirements is available
for their re-sale. The Shareholder understands and agrees that the prior written
consent of the Company will be necessary for any transfer of the Exchange Shares
until the Exchange Shares have been duly registered for re-sale or the transfer
is made in accordance with Rule 144 or other available exemption under the
Act.
The Shareholder further understand that every certificate issued by the Company
evidencing Exchange Shares will bear a legend restricting transfer as provided
in this Agreement.
(d) The
Shareholder, has such knowledge and experience in financial, tax and business
matters as to enable the Shareholder to utilize his knowledge of the Company,
in
connection with the Exchange and issuance of the Exchange Shares, to evaluate
the merits and risks of acquiring the Exchange Shares and to make an informed
investment decision with respect thereto.
(e) The
Shareholder acknowledges that he has reviewed the current disclosure filings
of
the Company for information purposes and that the Exchange Shares are not being
sold pursuant to a Prospectus.
4.5 True
and Correct Information and Material Changes. All
information which the Shareholder has provided or will provide to the Company
is
or will be correct and complete as of the date furnished to the Company, and,
if
there should be any material change in such information prior to the Closing
as
to Shareholder, will immediately provide the Company with such
information.
4.6 No
Solicitation.
Shareholder was not solicited by the Company by any form of general solicitation
or general advertising, including but not limited to any advertisement, article,
notice or other communication published in any newspaper, magazine or similar
media or broadcast over television or radio, or made available over telephone
lines by any information service, or any seminar or meeting whose attendees
had
been invited by any means of general solicitation or general
advertising.
4.7 No
Other Representations or Warranties. Except
as
expressly set forth in this Agreement and the Schedule hereto, the Company
has
not made any representation or warranty to the Shareholder in connection with
this Agreement. The Shareholder’s decision to enter into the Exchange is based
upon his own independent judgment and investigation and not on any
representations or warranties of the Company other than those expressly stated
in this Agreement and in the Schedules hereto.
4.8 No
Operations. Other
than certain reimbursements if any paid to Infrastructure in connection with
the
transactions contemplated by this Agreement, Infrastructure has had any revenue
or operations since inception.
5. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.
Unless
specifically stated otherwise, the Company represents and warrants to the other
parties that the following are true and correct as of the date hereof and will
be true and correct through the Closing as if made on that date.
5.1 Organization
and Good Standing.
The
Company is and on the Closing will be duly organized, validly existing and
in
good standing under the laws of the State of Delaware.
5.2 Authorized
Capitalization.
As
provided in its Articles of Incorporation, the authorized capital stock of
the
Company consists of 100,000,000 common shares of common stock at par value
$.0001 per share, of which not more than 55,000,000 shares will be issued and
outstanding prior to the Closing and 50,000,000 shares, par value $.0001 per
share, are designated as preferred stock, none of which are issued or
outstanding or will be at Closing.
5.3 Declaration
of Interest. The
Company declares that in its decision to acquire Infrastructure, it is relying
on independent legal, financial and tax experts and other technical personnel,
and that the Company’s decision to enter into this Agreement is based upon its
own independent judgment, investigation and evaluation by disinterested members
of its Board of Directors and management, and not on any representations or
warranties of the Shareholder, other than those expressly stated in this
Agreement and in the Schedules hereto. Furthermore, the Company hereby declares
that its principle business is the acquisition, exploration and development
of
mineral properties, both in the United States and in foreign countries and
that
it has the requisite technical and managerial personnel and experience to
conduct such business and that such technical and managerial experience was
employed in the evaluation of the mineral potential of Infrastructure’s
Properties,.
5.4 Litigation.
There
are no claims, actions, suits, proceedings or investigations pending or
threatened against or affecting the Company in any court or by or before any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or other instrumentality, domestic or foreign, or arbitration
tribunal or other forum. There are no judgments, decrees, injunctions, writs,
orders or other mandates outstanding to which the Company is a party or by
which
it is bound or affected.
5.5 Authorization
and Validity.
The
execution, delivery and performance by the Company of this Agreement and any
other agreements contemplated hereby, and the consummation of the transactions
contemplated hereby and thereby, has been approved by the disinterested members
of the Company’s Board of Directors. . This Agreement and any other
agreement contemplated hereby have been or will be as of the Closing duly
executed and delivered by the Company and constitute and will constitute legal,
valid and binding obligations of the Company, enforceable against it in
accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally
or
the availability of equitable remedies.
5.6 Taxes.
All
income, excise, unemployment, social security, occupational, franchise and
other
taxes, duties, assessments or charges levied, assessed or imposed upon the
Company by the United States or by any state or municipal government or
subdivision or instrumentality thereof have been duly paid or adequately
provided for, and all required tax returns or reports concerning any such items
have been duly filed or will be so filed.
5.7 Indebtedness
to or from Affiliates.
The
Company is not and will not be indebted to any officer, director, employee
or
Shareholder thereof as of the Closing. No money or property is owed to the
Company by any officer, director, employee or Shareholder thereof, and none
will
be owed as of the Closing.
5.8 Consents;
Approvals; Conflict.
No
consent, approval, authorization or order of any court or governmental agency
or
other body is required for the Company to execute and perform its obligations
under this Agreement. Neither the execution, delivery, consummation nor
performance of this Agreement shall conflict with, constitute a breach of the
Company's articles of incorporation and bylaws, as amended to date, or any
note,
mortgage, indenture, deed of trust or other agreement of instrument to which
the
Company is a party or by which it is bound nor, to the best of the Company's
knowledge and belief, any existing law, rule, regulation, or any decree of
any
court or governmental department, agency, commission, board or bureau, domestic
or foreign, having jurisdiction over the Company. The Company has timely,
accurately, and completely filed all reports, statements and schedules required
under applicable federal and state securities laws with the U.S. Securities
and
Exchange Commission and all governing securities authorities, if any.
5.9 Disclaimer
of Further Warranties; Etc.
Except
as expressly set forth in this Agreement and the Schedule hereto, neither
Infrastructure nor the Shareholder has made any other representation or warranty
to the Company in connection with the Exchange. The Company's decision to enter
into the Exchange is based upon the Company's own independent judgment and
investigation by disinterested members of its Board of Directors and management
and not on any representations and warranties of Infrastructure or the
Shareholder other than those expressly stated in this Agreement and in the
Schedule hereto.
6. CONDITIONS
TO OBLIGATIONS OF THE PARTIES; DELIVERIES.
All
obligations of the parties under this Agreement are subject to the fulfillment,
prior to the Closing, of all conditions precedent and to performance of all
covenants and agreements and completion of all deliveries contemplated herein,
unless specifically waived in writing by the party entitled to performance
or to
demand fulfillment of the covenant or delivery of the documents.
6.1 Documents
to be delivered by Infrastructure to the Company.
At the
Closing, the following documents shall be delivered to the Company by
Infrastructure or the Shareholder, as the case may be, which documents shall
be
reasonably satisfactory in form and content to the Company's
counsel:
(a) Certificates
executed by an authorized signing officer of Infrastructure, dated as of the
Closing, certifying that the representations and warranties of Infrastructure,
contained in this Agreement and the information set forth in the Schedule of
Infrastructure hereto are then true and correct and that Infrastructure has
complied with all agreements and conditions required by this Agreement and
all
related agreements to be performed or complied with by
Infrastructure.
(b) A
copy of
the directors' resolution or the minutes of the meeting of the directors of
Infrastructure approving the execution and performance of this
Agreement.
(c) The
certificates evidencing the Infrastructure Shares, indorsed on the reverse
side
for transfer or accompanied by a signed stock power in form reasonably
satisfactory to the Company.
(d) All
financial records of Infrastructure.
(e) All
reports and documents in the possession of Infrastructure related to any of
the
Properties
(f) Minute
books of Infrastructure containing incorporation documents and any amendments
thereto, bylaws, minutes of shareholder and director meetings, resolutions
and
shareholder records.
(g) A
legal
opinion of counsel to Infrastructure, acceptable to the Company, covering:
(i)
the existence and good standing of Infrastructure as a corporation, (ii) the
authorization of the transactions contemplated herein by Infrastructure, (iii)
the valid issuance of the Infrastructure Shares that are to be exchanged
hereunder, and (iv) the binding nature of this Agreement upon execution by
Infrastructure, and the Shareholders.
6.2 Documents
to be delivered to Infrastructure and the Shareholder.
At the
Closing the following documents shall be delivered to Infrastructure and the
Shareholder by the Company, which documents shall be reasonably satisfactory
in
form and content to Infrastructure's counsel:
(a) To
the
Shareholder, stock certificates evidencing the Exchange Shares.
(b) To
Infrastructure, a certificate executed by the Company dated as of the Closing,
certifying that the representations and warranties of the Company contained
in
this Agreement and the information set forth in the Schedule of the Company
are
then true and correct and that the Company has complied with all agreements
and
conditions required by this Agreement to be performed or complied with by
it.
(c) To
Infrastructure, a copy of the directors' resolution or the minutes of the
meeting of the directors of the Company approving the execution and performance
of this Agreement.
7. OTHER
COVENANTS OF THE PARTIES.
The
parties agree that, prior to the Closing:
7.1 Effectuation
of this Agreement.
The
parties hereto each will use their best efforts to cause this Agreement and
all
related agreements to become effective, and all transactions herein and therein
contemplated to be consummated, in accordance with its and their terms, to
obtain all required consents, waivers and authorizations of governmental
entities and other third parties, to make all filings and give all notices
to
those regulatory authorities or other third parties which may be necessary
or
reasonably required in order to effect the transactions contemplated in this
Agreement, and to comply with all federal, local and State rules and regulations
as may be applicable to the contemplated transactions in the United
States.
7.2 Restriction
on Action.
The
parties each agree that they will not do any thing or act prohibited by this
Agreement or any related agreement, or fail to do any thing or act which he
or
it has undertaken to do in this Agreement or any related agreement.
7.3 Confidentiality.
Infrastructure the Shareholders and the Company covenant that they each will
not
disclose any confidential information of the other parties, except to its
officers, directors, attorneys, accountants, and employees involved in these
transactions, and only then on the condition that such individuals not disclose
the information disclosed to them. Notwithstanding the foregoing, the terms
of
this Agreement, or of any of the transactions contemplated hereby, may be
disclosed following execution hereof, provided that each party will provide
at
least twenty-four hours' notice to the other party prior to making the initial
public announcement regarding the transaction. In addition, either party may
disclose this Agreement or any part hereof to any third party at any time if
required to do so by law, this Agreement or other contractual obligation.
Infrastructure and the Shareholder acknowledge that the Company is a reporting
company in the United States and that the Company will control the public
dissemination of information about this transaction.
8. SURVIVAL
OF COVENANTS AND WARRANTIES.
8.1 Survival
of Covenants and Warranties.
The
representations, warranties, covenants and agreements made by Infrastructure
and
Shareholder on the one hand, and the Company on the other hand, shall survive
the Closing for a period of two years and shall be fully enforceable at law
or
in equity against such other party and its successors and assigns for a period
of one year after the Closing. Any investigation at any time made by or on
behalf of (or any disclosure to) any party hereto shall not diminish in any
respect whatsoever its right to rely on the representations and warranties
of
the other party hereto.
8.2 Notice
of Claims.
The
Company, Infrastructure and the Shareholder each agree to give prompt written
notice to the other of any claim against the party giving notice which might
give rise to a claim by it against the other party hereto, stating the nature
and basis of the claim and the actual or estimated amount thereof.
9. TERMINATION
OF THIS AGREEMENT.
9.1 Grounds
for Termination.
This
Agreement shall terminate:
(a) By
mutual
written consent of the Company, the Shareholder and Infrastructure; or
(b) By
Company or Infrastructure, if:
(i) all
the
conditions precedent to its respective obligations hereunder have not been
satisfied or waived prior to the Closing, as it may be accelerated or
extended;
(ii) any
party
shall have defaulted or refused to perform in any material respect under this
Agreement, or if the Company or Infrastructure should have reasonable cause
to
believe there has been a material representation concerning, or failure or
breach of, any representation or warranty by the other party, or if it appears
that either Infrastructure or the Company has committed any unlawful acts
affecting the other party;
(iii) the
transactions contemplated in this Agreement and related agreements have not
been
consummated on the Closing, as it may be accelerated or extended,
OR
(iv) either
the Company or Infrastructure shall reasonably determine that the transactions
contemplated in this Agreement have become inadvisable by reason of the
institution or threat by any federal, state or municipal governmental
authorities or by other person whatever of a formal investigation or of any
action, suit or proceeding of any kind against either or both parties which
in
one party's reasonable belief is material in light of the other party's
business, prospects, properties or financial condition;
9.2 Manner
of Termination.
Any
termination of this Agreement (other than an automatic termination) shall be
made in accordance with the above listed grounds and, if terminated by
Infrastructure or the Company, shall be accompanied by a copy of the resolution
of the terminating party's board of directors. Written notice of termination
shall be given to the other party as required in this Agreement as promptly
as
is practical under the circumstances. Upon a party's receipt of such termination
notice, this Agreement shall terminate and the transactions herein contemplated
shall be abandoned without further action by the parties.
9.3 Survival
of Confidentiality Provisions.
Upon
termination of this Agreement for any reason, (i) the covenants of the parties
concerning the confidentiality and proprietary nature of all documents and
other
information furnished hereunder shall remain in force except as to information
which has otherwise become public knowledge, and (ii) each party shall promptly
return all documents received from the other party in connection with this
Agreement. This Paragraph constitutes a mutual covenant of the parties, and
either may judicially enforce it.
10. MISCELLANEOUS
PROVISIONS.
10.1 Assignment.
Neither
this Agreement nor any right created hereby or in any agreement entered into
in
connection with the transactions contemplated hereby shall be assignable by
any
party hereto without the prior written consent of the parties not seeking
assignment, and any purported assignment without such consent shall be null
and
void and of no force or effect. No such assignment shall relieve the assignor
of
any obligations created under this Agreement.
10.2 Parties
in Interest; No Third Party Beneficiaries.
Except
as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the parties and their respective
heirs, legal representatives, successors and permitted assigns. Neither this
Agreement nor any other agreement contemplated hereby shall be deemed to confer
upon any person not a party hereto or thereto any rights or remedies hereunder
or thereunder, except as expressly set forth in this Agreement.
10.3 Entire
Agreement.
This
Agreement and the agreements contemplated hereby constitute the entire agreement
of the parties regarding the subject matter hereof, and supersede all prior
agreements and understandings, both written and oral, among the parties, or
any
of them, with respect to the subject matter hereof.
10.4 Severability.
If any
provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws effective during the term hereof, such provision
shall be fully severable and this Agreement shall be construed and enforced
as
if such illegal, invalid or unenforceable provision never comprised a part
hereof; and the remaining provisions hereof shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom. Further, in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as part
of this Agreement a provision as similar in terms to such illegal, invalid,
or
unenforceable provision as may be possible and be legal, valid and
enforceable.
10.5 Survival
of Representations, Warranties and Covenants.
The
representations, warranties and covenants of all parties contained herein shall
survive the Closing, and all statements contained in any certificate, exhibit
or
other instrument delivered by or on behalf of the Company or Infrastructure,
as
the case may be, and, notwithstanding any provision in this Agreement to the
contrary, shall survive the Closing.
10.6 Interpretation.
This
Agreement shall be governed by and construed under the laws of the State of
Delaware with the exception that if any provision of this Agreement is deemed
to
be in conflict with any treaty duly ratified between the Government of the
United States and the Government of Canada, including but not limited to tariff
and trade agreements, tax treaties, general treaties of commerce and business,
or if any provision of the Agreement is deemed to be in conflict with any
pertinent provision of the Mining laws of Canada, then such provision shall
be
governed by and interpreted under the law of the specific treaty as ratified
jointly by the governments, or in the case of a conflict of any of the
provisions herein with any of the provisions of the Mining Law of Canada, then
said provision shall be governed by and interpreted under the Mining Law of
Canada.
10.7 Captions.
The
captions in this Agreement are for convenience of reference only and shall
not
limit or otherwise affect any of the terms or provisions hereof. Whenever the
context requires, the gender of all words used herein shall include the
masculine, feminine and neuter, and the number of all words shall include the
singular and plural. Use of the words "herein", "hereof", "hereto" and the
like
in this Agreement shall be construed as references to this Agreement as a whole
and not to any particular provision in this Agreement, unless otherwise noted.
10.8 Notice.
Any
notice or communication hereunder or in any agreement entered into in connection
with the transactions contemplated hereby must be in writing and given by
depositing the same in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return receipt
requested, by telefax transmission or by delivery by use of a messenger which
regularly retains its delivery receipts. Such notice shall be deemed received
on
the date on which it is delivered to the addressee. For purposes of notice,
the
addresses of the parties shall be, if to Shareholders, sent to Infrastructure
for forwarding, and:
|
If
to Infrastructure:
|
c/o
Xxxx Xxxxxxxxxx
|
|
|
Or
the Shareholder
|
000
Xxxxx Xxxxx 000,
|
|
|
Xxxxxxxxx
XX 00000-0000
|
||
|
If
to Company:
|
0000
Xxxxxxxx Xxx
|
|
|
Xxxxx
000X Xxxx XX 00000
|
10.9 Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the
same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing facsimile signature of a party shall constitute a valid and
binding execution and delivery of this Agreement by such party. Such facsimile
copies shall constitute enforceable original documents. The Company shall be
responsible to provide each party to the Agreement, a fully executed copy once
all signatures have been received.
10.10 Prevailing
Party (Attorneys' Fees) Clause.
In the
event of any litigation or proceeding arising as a result of the breach of
this
Agreement or the failure to perform hereunder, or failure or untruthfulness
of
any representation or warranty herein, the party or parties prevailing in such
litigation or proceeding shall be entitled to collect the costs and expenses
of
bringing or defending such litigation or proceeding, including reasonable
attorneys' fees, from the party or parties not prevailing.
10.11 Relationship
of the Parties.
Nothing
in this Agreement is intended to be construed so as to suggest that the parties
hereto are partners or joint ventures, or that any party or its employees is
the
employee or agent of the other. Neither Infrastructure nor the Company has
any
express or implied right or authority under this Agreement to assume or create
any obligations on behalf of or in the name of the other party to any contract,
agreement, arrangement, understanding or undertaking with any third
party.
10.12 No
Advice Given.
Infrastructure and the Shareholder acknowledge and agree that they have neither
asked for nor received any legal or tax advice from the Company or its Directors
or any other person associated with the Company in regard to this Agreement
or
the transactions herein contemplated, and have instead relied on advice and
counsel furnished by their own legal or other advisers in order to satisfy
themselves as to the tax and other legal implications to them of the Exchange
and issuance of the Exchange Shares.
10.13 Acknowledgment
by Shareholder.
The
Shareholder acknowledges and agree that their execution of this Agreement shall
constitute a written consent in lieu of a meeting of the Shareholders of
Infrastructure, and that no meeting of or written consent or other action by
the
Shareholder of Infrastructure is necessary to ratify the valid execution and
performance of this Agreement and consummation of the Exchange by
Infrastructure.
IN
WITNESS WHEREOF, all parties have executed this Agreement as of the date first
written above;
|
/s/
Xxxxx Xxxxxxx
|
|
Xxxxx
Xxxxxxx President
|
|
INFRASTRUCTURE
MATERIALS CORP US
|
|
/s/
Xxxx Xxxxxxxxxx
|
|
Xxxx
Xxxxxxxxxx, President
|
|
THE
SHAREHOLDER
|
|
/s/
Xxxx Xxxxxxxxxx
|
|
Xxxx
Xxxxxxxxxx, sole shareholder:
|
SCHEDULE
A
XX
0 -
00
Xxxxxxxx
00, 00 & 00, X 37 N, R 58 E, MDB&M
Elko
County, Nevada
|
Claim
Name
|
Elko
County File No.
|
BLM
NMC
|
|
MH
1
|
598156
|
989047
|
|
MH
2
|
598157
|
989048
|
|
MH
3
|
598158
|
989049
|
|
MH
4
|
598159
|
989050
|
|
MH
5
|
598160
|
989051
|
|
MH
6
|
598161
|
989052
|
|
MH
7
|
598162
|
989053
|
|
MH
8
|
598163
|
989054
|
|
MH
9
|
598164
|
989055
|
|
MH
10
|
598165
|
989056
|
|
MH
11
|
598166
|
989057
|
|
MH
12
|
598167
|
989058
|
|
MH
13
|
598168
|
989059
|
|
MH
14
|
598169
|
989060
|
|
MH
15
|
598170
|
989061
|
|
MH
16
|
598171
|
989062
|
|
MH
17
|
598172
|
989063
|
|
MH
18
|
598173
|
989064
|
|
MH
19
|
598174
|
989065
|
|
MH
20
|
598175
|
989066
|
|
MH
21
|
598176
|
989067
|
|
MH
22
|
598177
|
989068
|
|
MH
23
|
598178
|
989069
|
|
MH
24
|
598179
|
989070
|
|
MH
25
|
598180
|
989071
|
|
MH
26
|
598181
|
989072
|
|
MH
27
|
598182
|
989073
|
|
MH
28
|
598183
|
989074
|
|
MH
29
|
598184
|
989075
|
|
MH
30
|
598185
|
989076
|
|
MH
31
|
598186
|
989077
|
|
MH
32
|
598187
|
989078
|
|
MH
33
|
598188
|
989079
|
|
MH
34
|
598189
|
989080
|
|
MH
35
|
598190
|
989081
|
|
MH
36
|
598191
|
989082
|
|
MH
37
|
598192
|
989083
|
|
MH
38
|
598193
|
989084
|
|
MH
39
|
598194
|
989085
|
|
MH
40
|
598195
|
989086
|
|
MH
41
|
598196
|
989087
|
|
MH
42
|
598197
|
989088
|
|
MH
43
|
598198
|
989089
|
Schedule
A continued
|
Claim
Name
|
Elko
County File No.
|
BLM
NMC
|
|
|
MH
44
|
598199
|
989090
|
|
|
MH
45
|
598200
|
989091
|
|
|
MH
46
|
598201
|
989092
|
|
|
MH
47
|
598202
|
989093
|
|
|
MH
48
|
598203
|
989094
|
|
|
MH
49
|
598204
|
989095
|
|
|
MH
50
|
598205
|
989096
|
|
|
MH
51
|
598206
|
989097
|
|
|
MH
52
|
598207
|
989098
|
|
|
MH
53
|
598208
|
989099
|
|
|
MH
54
|
598209
|
989100
|
|
|
MH
55
|
598210
|
989101
|
|
|
MH
56
|
598211
|
989102
|
|
|
MH
57
|
598212
|
989103
|
|
|
MH
58
|
598213
|
989104
|
|
|
MH
59
|
598214
|
989105
|
|
|
MH
60
|
598215
|
989130
|
|
|
MH
61
|
598216
|
989106
|
|
|
MH
62
|
598217
|
989107
|
|
|
MH
00
|
000000
|
000000
|
|
|
MH
64
|
598219
|
989109
|
|
|
MH
65
|
598220
|
989110
|
|
|
MH
66
|
598221
|
989111
|
|
|
MH
67
|
598222
|
989112
|
|
|
MH
68
|
598223
|
989113
|
|
|
MH
69
|
598224
|
989114
|
|
|
MH
70
|
598225
|
989115
|
|
|
MH
71
|
598226
|
989116
|
|
|
MH
72
|
598227
|
989117
|
|
|
MH
73
|
598228
|
989118
|
|
|
MH
74
|
598229
|
989119
|
|
|
MH
75
|
598230
|
989120
|
|
|
MH
76
|
598231
|
989121
|
|
|
MH
77
|
598232
|
989122
|
|
|
MH
78
|
598233
|
989123
|
|
|
MH
79
|
598234
|
989124
|
|
|
MH
80
|
598235
|
989125
|
|
|
MH
81
|
598236
|
989126
|
|
|
MH
82
|
598237
|
989127
|
|
|
MH
83
|
598238
|
989128
|
|
|
MH
84
|
598239
|
989129
|
Schedule
A continued
LM
1 -
52
Sections
10, 11, 14, 15, 22 & 23, T 6 N, R 35 E, MDB&M
Mineral
County, Nevada
|
Claim
Name
|
Mineral
County File No.
|
BLM
NMC
|
|
|
LM
1
|
145554
|
986920
|
|
|
LM
2
|
145555
|
986921
|
|
|
LM
3
|
145556
|
986922
|
|
|
LM
4
|
145557
|
986923
|
|
|
LM
5
|
145558
|
986924
|
|
|
LM
6
|
145559
|
986925
|
|
|
LM
7
|
145560
|
986926
|
|
|
LM
8
|
145561
|
986927
|
|
|
LM
9
|
145562
|
986928
|
|
|
LM
10
|
145563
|
986929
|
|
|
LM
11
|
145564
|
986930
|
|
|
LM
12
|
145565
|
986931
|
|
|
LM
13
|
145566
|
986932
|
|
|
LM
14
|
145567
|
986933
|
|
|
LM
15
|
145568
|
986934
|
|
|
LM
16
|
145569
|
986935
|
|
|
LM
17
|
145570
|
986936
|
|
|
LM
18
|
145571
|
986937
|
|
|
LM
19
|
145572
|
986938
|
|
|
LM
20
|
145573
|
986939
|
|
|
LM
21
|
145574
|
986940
|
|
|
LM
22
|
145575
|
986941
|
|
|
LM
23
|
145576
|
986942
|
|
|
LM
24
|
145577
|
986943
|
|
|
LM
25
|
145578
|
986944
|
|
|
LM
26
|
145579
|
986945
|
|
|
LM
27
|
145580
|
986946
|
|
|
LM
28
|
145581
|
986947
|
|
|
LM
29
|
145582
|
986948
|
|
|
LM
30
|
145583
|
986949
|
|
|
LM
31
|
145584
|
986950
|
|
|
LM
32
|
145585
|
986951
|
|
|
LM
33
|
145586
|
986952
|
|
|
LM
34
|
145587
|
986953
|
|
|
LM
35
|
145588
|
986954
|
|
|
LM
36
|
145589
|
986955
|
Schedule
A continued
|
|
Claim
Name
|
Mineral
County File No.
|
BLM
NMC
|
|
LM
37
|
145590
|
986956
|
|
|
LM
38
|
145591
|
986957
|
|
|
LM
39
|
145592
|
986958
|
|
|
LM
40
|
145593
|
986959
|
|
|
LM
41
|
145594
|
986960
|
|
|
LM
42
|
145595
|
986961
|
|
|
LM
43
|
145596
|
986962
|
|
|
LM
44
|
145597
|
986963
|
|
|
LM
45
|
145598
|
986964
|
|
|
LM
46
|
145599
|
986965
|
|
|
LM
47
|
145600
|
986966
|
|
|
LM
48
|
145601
|
986967
|
|
|
LM
49
|
145602
|
986968
|
|
|
LM
50
|
145603
|
986969
|
|
|
LM
51
|
145604
|
986970
|
|
|
LM
52
|
145605
|
986971
|
Schedule
A
MP
1 -
138
Sections
1, 5, 6, 13, 18, 19, 24, 25, 26, 30, 31, 32, 35, 36
T
9S,10S,
R 43 & 44 E, MDB&M
Bear
Lake
and Caribou Counties, Nevada
|
Claim
Name
|
County
File No.
|
|
MP
1
|
181471
|
|
MP
2
|
181472
|
|
MP
3
|
181473
|
|
MP
4
|
181474
|
|
MP
5
|
181475
|
|
MP
6
|
181476
|
|
MP
7
|
181477
|
|
MP
8
|
181478
|
|
MP
9
|
181479
|
|
MP
10
|
181480
|
|
MP
11
|
181481
|
|
MP
12
|
181482
|
|
MP
13
|
181483
|
|
MP
14
|
181484
|
|
MP
15
|
181485
|
|
MP
16
|
181486
|
|
MP
17
|
181487
|
|
MP
18
|
181488
|
|
MP
19
|
181489
|
|
MP
20
|
181490
|
|
MP
21
|
181491
|
|
MP
22
|
181492
|
|
MP
23
|
181493
|
Schedule
A continued
|
Claim
Name
|
County
File No.
|
|
MP
24
|
181494
|
|
MP
25
|
181495
|
|
MP
26
|
181496
|
|
MP
27
|
181497
|
|
MP
28
|
181498
|
|
MP
29
|
181499
|
|
MP
30
|
181500
|
|
MP
31
|
181501
|
|
MP
32
|
181502
|
|
MP
33
|
181503
|
|
MP
34
|
181504
|
|
MP
35
|
181505
|
|
MP
36
|
181506
|
|
MP
37
|
181507
|
|
MP
38
|
181508
|
|
MP
39
|
181509
|
|
MP
40
|
181510
|
|
MP
41
|
181511
|
|
MP
42
|
181512
|
|
MP
43
|
181513
|
|
MP
44
|
181514
|
|
MP
45
|
181515
|
|
MP
46
|
181516
|
|
MP
47
|
181517
|
|
MP
48
|
181518
|
|
MP
49
|
181519
|
|
MP
50
|
181520
|
|
MP
51
|
181521
|
|
MP
52
|
181522
|
|
MP
53
|
181523
|
|
MP
54
|
181524
|
|
MP
55
|
181525
|
|
MP
56
|
181526
|
|
MP
57
|
181527
|
|
MP
58
|
181528
|
|
MP
59
|
181529
|
|
MP
60
|
181530
|
|
MP
61
|
181531
|
|
MP
62
|
181532
|
|
MP
63
|
181533
|
|
MP
64
|
181534
|
|
MP
65
|
181535
|
|
MP
66
|
181536
|
|
MP
67
|
181537
|
|
MP
68
|
181538
|
|
MP
69
|
181539
|
Schedule
A continued
|
Claim
Name
|
County
File No.
|
|
MP
70
|
181540
|
|
MP
71
|
181541
|
|
MP
72
|
181542
|
|
MP
73
|
181543
|
|
MP
74
|
181544
|
|
MP
75
|
181545
|
|
MP
76
|
181546
|
|
MP
77
|
181547
|
|
MP
78
|
181548
|
|
MP
79
|
181549
|
|
MP
80
|
181550
|
|
MP
81
|
181551
|
|
MP
82
|
181552
|
|
MP
83
|
181553
|
|
MP
84
|
181554
|
|
MP
85
|
181555
|
|
MP
86
|
181556
|
|
MP
87
|
181557
|
|
MP
88
|
181558
|
|
MP
89
|
181559
|
|
MP
90
|
181560
|
|
MP
91
|
181561
|
|
MP
92
|
181562
|
|
MP
93
|
181563
|
|
MP
94
|
181564
|
|
MP
95
|
181565
|
|
MP
96
|
181566
|
|
MP
97
|
181567
|
|
MP
98
|
181568
|
|
MP
99
|
181569
|
|
MP
100
|
181570
|
|
MP
101
|
181571
|
|
MP
102
|
181572
|
|
MP
103
|
181573
|
|
MP
104
|
181574
|
|
MP
105
|
181575
|
|
MP
106
|
181576
|
|
MP
107
|
181577
|
|
MP
108
|
181578
|
|
MP
109
|
181579
|
|
MP
110
|
181580
|
|
MP
111
|
181581
|
|
MP
112
|
181582
|
|
MP
113
|
181583
|
|
MP
114
|
181584
|
|
MP
115
|
181585
|
Schedule
A continued
|
Claim
Name
|
County
File No.
|
|
MP
116
|
181586
|
|
MP
117
|
181587
|
|
MP
118
|
181588
|
|
MP
119
|
181589
|
|
MP
120
|
181590
|
|
MP
121
|
181591
|
|
MP
122
|
181592
|
|
MP
123
|
181593
|
|
MP
124
|
181594
|
|
MP
125
|
181595
|
|
MP
126
|
181596
|
|
MP
127
|
181597
|
|
MP
128
|
181598
|
|
MP
129
|
181599
|
|
MP
130
|
181600
|
|
MP
131
|
181601
|
|
MP
132
|
181602
|
|
MP
133
|
181603
|
|
MP
134
|
181604
|
|
MP
135
|
181605
|
|
MP
136
|
181606
|
|
MP
137
|
181607
|
|
MP
138
|
181608
|
