Exhibit 12.1
RESTATED AND AMENDED AGREEMENT AND PLAN OF MERGER
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 30,
1998, by and between ROYAL MORTGAGE CORPORATION, a Texas corporation
("ROYAL"), the stockholders of ROYAL ("STOCKHOLDERS"), and XXXXXXXXX
VENTURES, INC., a Nevada corporation ("XXXXXXXXX").
WHEREAS:
A. The Board of Directors of ROYAL and XXXXXXXXX and STOCKHOLDERS
previously entered into an Exchange Agreement for XXXXXXXXX to acquire all of
the outstanding stock of ROYAL from STOCKHOLDERS in exchange for XXXXXXXXX
common stock on a basis of one share of ROYAL common stock for one share of
XXXXXXXXX common stock, whereby ROYAL would become a wholly-owned subsidiary
of XXXXXXXXX.
B. The Boards of Directors of ROYAL and XXXXXXXXX and STOCKHOLDERS had
intended to and desired that ROYAL merge with and into XXXXXXXXX, whereby
XXXXXXXXX would remain as the surviving corporation.
C. Articles of Merger have been filed with the Secretary of State for
the States of Nevada and Texas, indicating that ROYAL was to merge with and
into XXXXXXXXX as the surviving corporation.
D. The Boards of Directors of ROYAL and XXXXXXXXX and STOCKHOLDERS deem
it desirable and in their best interests, to amend, restate, and fully
supersede the Exchange Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE ONE
(Merger)
1.1 THE MERGER. At the Effective Time of the Merger (as defined in
Section 1.2). ROYAL shall be merged with and into XXXXXXXXX. The Merger shall
be consummated in accordance with the Nevada Revised Statutes. XXXXXXXXX
shall be the surviving corporation and shall continue its corporate existence
under the laws of the State of Nevada.
1.2 CLOSING AND EFFECTIVE TIME OF THE MERGER. The Closing of the
Merger shall take place within three (3) business days of both ROYAL's and
XXXXXXXXX'X respective shareholder's approval, or at such other time as may
be mutually agreed upon between the parties in writing ("Closing"). After the
Closing, XXXXXXXXX shall file Articles of Merger, executed, certified, and
verified in accordance with the Nevada Revised Statutes, with the Secretary
of State for the State of
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Nevada. When these Articles are so filed and accepted by the Secretary of
State for the State of Nevada, the Merger will become effective. ("Effective
Time of the Merger").
ARTICLE TWO
(Articles and Bylaws)
2.1. Articles of Incorporation. From and after the Effective Time of the
Merger, the Articles of Incorporation of XXXXXXXXX shall be the Articles of
Incorporation for the surviving corporation, subject to the right of the
surviving corporation to amend its Articles of Incorporation after the
Merger, in accordance with the Nevada Revised Statutes, except that the First
and Fourth Articles will be amended to read as follows:
FIRST. The name of the corporation is ROYAL
FINANCIAL CORPORATION.
FOURTH. The total number of voting common stock
authorized that may be issued by the Corporation
is FIFTY MILLION (50,000,000) shares of stock
with $.001 par value and no other class of stock
shall be authorized. Said shares may be issued
by the Corporation from time to time for such
consideration as may be filed by the Board of
Directors.
2.2. Bylaws. The bylaws of XXXXXXXXX shall be the bylaws of the surviving
corporation as in effect at the Effective Time of the Merger, until changed
or amended as provided therein.
ARTICLE THREE
(Directors and Officers)
3.1. Directors. From and after the Effective Time of the Merger, the
directors of the surviving corporation shall be the directors of ROYAL. Said
directors shall hold office subject to the provisions of the Nevada Revised
Statutes and the bylaws of the surviving corporation.
3.2. Officers. From and after the EFfective Time of the Merger, the
officers of the surviving corporation shall be the officers of ROYAL. The
officers of the surviving corporation shall hold office subject to the
provisions of the Nevada Revised Statutes, the bylaws of the surviving
corporation, and the terms and conditions contained in any applicable
employment agreements.
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ARTICLE FOUR
(Conversion of Shares)
4.1 CONVERSION. In connection with the Merger, XXXXXXXXX will exchange
one of its shares of common stock for one share of common stock held by
STOCKHOLDERS.
4.2 SURRENDER AND PAYMENT. After the Effective Time of the Merger, each
holder of a certificate which represented shares of ROYAL common stock
outstanding at the Effective Time of the Merger shall be entitled, upon
surrender of the certificate to the surviving company's transfer agent, to
receive a certificate representing shares of the surviving corporation common
stock as set forth in 4.1 above. In the event share certificates representing
shares of the surviving corporation after the above-referenced exchange are
issued, such certificates will bear a legend as the surviving corporation
deems appropriate in the circumstances.
4.3 TREASURY SHARES. Any shares of ROYAL, common or preferred, held in
its treasury on the Effective Time of the Merger, shall be surrendered to the
surviving corporation for cancellation.
4.4 NO FURTHER TRANSFERS. Upon and after the Effective Time of the
Merger, no transfer of shares of ROYAL common stock outstanding prior to the
Effective Time of the Merger shall be made on the stock transfer books of the
surviving corporation.
ARTICLE FIVE
(Certain Effects of Merger)
5.1 EFFECTS OF MERGER. At the Effective Time of the Merger, the separate
existence of ROYAL shall cease, and the surviving corporation shall succeed,
without other transfer, to all the rights and property of ROYAL and shall be
subject to all of the debts and liabilities of ROYAL in the same manner as if
the surviving corporation had itself incurred them. Upon the Merger, all
rights of creditors and all liens upon the property of ROYAL and XXXXXXXXX
shall be preserved unimpaired; provided, however, that such liens upon the
property of ROYAL shall be limited to the property affected thereby
immediately prior to the Effective Time of the Merger.
5.2 FURTHER ASSURANCES. If at any time after the Effective Time of the
Merger, the surviving corporation shall determine or be advised that any
deeds, assignments, assurances, or any other acts or things are necessary or
desirable to vest, perfect, or confirm in the surviving corporation its
right, title, or interest in, to or under any of the rights, properties, or
assets of ROYAL and XXXXXXXXX acquired or to be acquired by virtue of the
Merger or to otherwise carry out this Agreement, the officers and directors
of the surviving corporation shall be authorized to execute and deliver, in
the name and on behalf of ROYAL and XXXXXXXXX or otherwise, all such deeds,
assignments, and assurances and to take or do all such acts or things as may
be necessary or desirable to vest, perfect, or confirm such right, title, and
interest in the surviving corporation and otherwise to carry out this
Agreement.
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ARTICLE SIX
(Representations and Warranties of Royal and Stockholders)
6.1 ORGANIZATION AND AUTHORITY. ROYAL and STOCKHOLDERS hereby represent
and warrant that:
(a) ROYAL is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Texas and is duly qualified to
transact business and is in good standing under the laws of each jurisdiction
in which the character or location of the assets owned by it or the nature of
the business transacted by it requires qualification.
(b) To the best of its knowledge, ROYAL has corporate power and all
necessary federal, state, and local authorization to own, lease, and operate
all of its properties and assets and to carry on its business as now being
conducted.
(c) ROYAL has corporate power and it duly authorized by all
necessary corporate action to merge with and into XXXXXXXXX pursuant to this
Agreement.
(d) The execution and delivery of this Agreement do not, and the
consummation of the Merger will not, violate any provision of ROYAL'S
Articles of Incorporation or bylaws, nor constitute a default or accelerate
the performance required under any mortgage, deed of trust, or other contract
or agreement to which ROYAL is bound or by which it or any of its assets is
bound, nor subject to all required regulatory approvals, violate any order,
writ, injunction, or decree of any court, administrative agency, or
governmental body.
(e) The Board of Directors of ROYAL has taken all action required
by law, its Articles of Incorporation, its bylaws, or otherwise to authorize
the execution and delivery of this Agreement, and this Agreement is a valid
and binding agreement of ROYAL in accordance with its terms.
6.2 CAPITALIZATION. ROYAL and STOCKHOLDERS further represent and warrant
that:
(a) The authorized capital stock of ROYAL consists of Fifty Million
(50,000,000) shares of common stock, $.001 par value, of which approximately
4,829,564 shares are issued and outstanding at June 30, 1998. No other
classes of stock are authorized or issued.
(b) All the issued and outstanding shares of ROYAL common stock are
validly issued, fully paid, and nonassessable and not issued in violation of
the preemptive rights of any shareholder.
(c) There are no outstanding convertible securities, subscriptions,
options, preemptive rights, or other agreements or commitments obligating
ROYAL to issue shares of its common stock, with the exception of:
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(1) $1,290,000 of Convertible Debentures, which are set to
mature on March 31, 2000. These Convertible Debentures
carry a conversion feature allowing the holders to convert
to equity in ROYAL at a 20% discount to the Initial Public
Offering Price of ROYAL.
(2) 198,667 (200,000 less 1,333 which have been exercised)
options issued at $1.00 per share to the founders of Royal
Mortgage Corporation. Five year options issued March, 1995.
(3) 40,000 options issued at $2.25 per share to board members
of Royal Mortgage Corporation as compensation for elected
term. Five year options issued April, 1997.
(4) 750,000 options issued at $2.25 per share to founders of
Royal Mortgage Corporation. Five year options issued
April, 1997.
(5) 200,000 options issued at $2.25 per share to Royal
Mortgage Corporation's Placement Agent. Five year options
issued October, 1997.
(6) 200,000 options issued at $2.25 per share to Royal
Mortgage Corporation to be utilized in rewarding key
employees. Five year options issued in October, 1997.
(7) 50,000 options issued at $4.25 per share to board members
of Royal Mortgage Corporation as compensation for elected
term. Five year options issued in April, 1998.
(8) 178,500 Warrants issued to purchase shares in the Company
at a price of $6.00 per share; issued as part of a "unit"
in a Regulation S Equity Offering. Issued on January 1,
1998 and expiring on December 31, 2000.
6.3. FINANCIAL STATEMENTS. The financial position of ROYAL is
represented and warranted as follows:
(a) ROYAL and STOCKHOLDERS have furnished to XXXXXXXXX copies of
the audited financial statements of ROYAL, which are attached hereto and
marked as Exhibit 1. These financial statements accurately set forth the
financial condition of ROYAL as of the dates specified, and of the results of
operations for the period involved, and were prepared in conformity with
generally accepted accounting principles consistently applied.
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(b) ROYAL has no obligations, liabilities, or commitments, contingent
or otherwise, of a material nature, except as set forth in Exhibit 1.
6.4. ABSENCE OF CHANGES. Since the date of the financial statements up to
the date of this Agreement, ROYAL and STOCKHOLDERS represent and warrant that
there has not been:
(a) Any material adverse change in the consolidated financial
condition, business, properties, or assets of ROYAL.
(b) Any loss or damage to any of the properties or assets of ROYAL
(whether or not covered by insurance) which has materially and adversely
affected the business of ROYAL.
(c) Any mortgage or pledge of any of the properties or assets of
ROYAL.
(d) Any direct or indirect redemption, purchase, or other acquisitions
by ROYAL of any shares of stock of ROYAL or any declaration, setting aside,
or payment of any dividend or other distribution in respect to such shares.
(e) Any change in the authorized capital or outstanding securities of
ROYAL.
(f) Any indebtedness incurred by ROYAL for borrowed money or any
agreement to borrow money entered into by ROYAL.
(g) Any general wage increase or any increase in the rate of
compensation payable to any officer or director of ROYAL, or any adoption of
or increase in any employee benefit plan except those increases made
effective January, 1998.
6.5. TAX MATTERS. To the best of the knowledge of ROYAL and STOCKHOLDERS:
(a) All foreign, federal, state, county, local, and other taxes,
including without limitation, income taxes, corporate franchise taxes,
property and ad valorem taxes, sales and use taxes, fuel and highway use
taxes, and payroll taxes, due and payable to ROYAL on or before the date of
this Agreement have been paid.
(b) The liabilities for foreign, federal, state, county, local, and
other taxes have been computed in accordance with generally accepted
accounting principles.
(c) No unpaid assessments or deficiencies have been made against
ROYAL and no examination is pending by the Internal Revenue Service or any
other taxing authority with respect to any of the tax returns or reports
mentioned above.
(d) No state of facts exists or has existed which would constitute
grounds for the assessment of any material tax liability with respect to any
taxable period which has not been audited
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by the Internal Revenue Service, except to the extent that any such
assessment may be based on or arise out of any action required or
contemplated to be taken by ROYAL pursuant to this Agreement.
(c) There are no outstanding agreements or waivers extending the
statutory period of limitation applicable to any federal or state income tax
return of ROYAL for any period.
6.6. Title to Properties. ROYAL has good and marketable title to all its
property and assets (except property and assets disposed of since the ending
date of the financial statements in the usual and ordinary course of
business), subject to no mortgage, pledge, lien, or other encumbrance, except
as disclosed in Exhibit 1.
6.7. Litigation. ROYAL is not a defendant or plaintiff against whom a
counterclaim has been asserted, in any litigation, pending or threatened, nor
has any material claim been made or asserted against ROYAL, nor are there any
proceedings threatened or pending before any foreign, federal, state, or
municipal government, or any department, board, body, or agency thereof,
involving ROYAL, except as disclosed in Exhibit 1.
6.8. Default. There has been no default (after the expiration of any
applicable grace period) in any material obligation to be performed by ROYAL
under any contract, lease, agreement, commitment, or undertaking to which it
is a party or by which it is or its assets or properties are bound. ROYAL is
not in default with respect to any order of any court, regulatory agency, or
other governmental agency.
ARTICLE SEVEN
(Representations and Warranties of Xxxxxxxxx)
7.1. Organization and Authority. XXXXXXXXX hereby represents and warrants
that:
(a) XXXXXXXXX is a corporation duly organize, validly existing, and
in good standing under the laws of the State of Nevada and is duly qualified
to transact business and is in good standing under the laws of each
jurisdiction in which the character or location of the assets owned by it or
the nature of the business transacted by it requires qualification.
(b) To the best of its knowledge, XXXXXXXXX has corporate power and
all necessary federal, state, and local authorizations to own, lease, and
operate all of its properties and assets and to carry on its business as now
being conducted.
(c) XXXXXXXXX has corporate power and it duly authorized by all
necessary corporate action to merge with ROYAL pursuant to this Agreement.
(d) The execution and delivery of this Agreement do not, and the
consummation of the Merger will not, violate any provision of XXXXXXXXX'X
Articles of Incorporation or bylaws, nor constitute a default or accelerate
the performance required under any mortgage, deed of
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trust, or other contract or agreement to which XXXXXXXXX is bound or by
which it or any of its assets is bound, nor subject to all required
regulatory approvals, violate any order, writ, injunction, or decree of any
court, administrative agency, or governmental body.
(e) The board of directors of XXXXXXXXX has taken all action
required by law, its Articles of Incorporation, its bylaws, or otherwise to
authorize execution and delivery of this Agreement, and this Agreement is a
valid and binding agreement of XXXXXXXXX in accordance with its terms.
7.2 Capitalization. XXXXXXXXX further represents and warrants that:
(a) The authorized capital stock of XXXXXXXXX consists of Ten
Million (10,000,000) shares of common stock, $.001 par value, of which
approximately 2,032,000 shares are issued and outstanding at June 30, 1998.
No other classes of stock are authorized or issued.
(b) All the issued and outstanding shares of XXXXXXXXX common
stock are validly issued, fully paid, and nonassessable and not issued in
violation of the preemptive rights of any shareholder.
(c) There are no outstanding convertible securities,
subscriptions, options, preemptive rights, or other agreements or
commitments obligating XXXXXXXXX to issue shares of its common stock.
7.3 Financial Statements. The financial position of XXXXXXXXX is
represented and warranted as follows:
(a) XXXXXXXXX has furnished to ROYAL copies of the audited
financial statements of XXXXXXXXX, which are attached hereto and marked as
Exhibit 2. These financial statements accurately set for the financial
condition of XXXXXXXXX as of the dates specified, and of the results of
operations for the period involved, and were prepared in conformity with
generally accepted accounting principles consistently applied.
(b) XXXXXXXXX has no obligations, liabilities, or commitments,
contingent or otherwise, of a material nature, except as set forth in
Exhibit 2.
7.4. Absence of Changes. Since the date of the financial statements up
to the date of this Agreement, XXXXXXXXX represent and warrant that there has
not been:
(a) Any material adverse change in the consolidated financial
condition, business, properties, or assets of XXXXXXXXX.
(b) Any loss or damage to any of the properties or assets of
XXXXXXXXX (whether or not covered by insurance) which has materially and
adversely affected the business of XXXXXXXXX.
(c) Any mortgage or pledge of any of the properties or assets of
XXXXXXXXX.
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(d) Any direct or indirect redemption, purchase, or other
acquisition by XXXXXXXXX of any shares of stock of XXXXXXXXX or any
declaration, setting aside, or payment of any dividend or other distribution
in respect to such shares.
(e) Any change in the authorized capital or outstanding securities
of XXXXXXXXX.
(f) Any indebtedness incurred by XXXXXXXXX for borrowed money or
any agreement to borrow money entered into by XXXXXXXXX.
(g) Any general wage increase or any increase in the rate of
compensation payable to any officer or director of XXXXXXXXX, or any adoption
of or increase in any employee benefit plan.
7.5. TAX MATTERS. To the best of the knowledge of XXXXXXXXX:
(a) All foreign, federal, state, county, local, and other taxes,
including without limitation, income taxes, corporate franchise taxes,
property and ad valorem taxes, sales and use taxes, fuel and highway use
taxes, and payroll taxes, due and payable by XXXXXXXXX on or before the date
of this Agreement have been paid.
(b) The liabilities for foreign, federal, state, county, local, and
other taxes have been computed in accordance with generally accepted
accounting principles.
(c) No unpaid assessments or deficiencies have been made against
XXXXXXXXX and no examination is pending by the Internal Revenue Service or
any other taxing authority with respect to any of the tax returns or reports
mentioned above.
(d) No state of facts exists or has existed which would constitute
grounds for the assessment of any material tax liability with respect to any
taxable period which has not been audited by the Internal Revenue Service,
except to the extent that any such assessment may be based on or arise out of
any action required or contemplated to be taken by XXXXXXXXX pursuant to this
Agreement.
(e) There are no outstanding agreements or waivers extending the
statutory period of limitation applicable to any federal or state income tax
return of XXXXXXXXX for any period.
7.6. TITLE TO PROPERTIES. XXXXXXXXX has good and marketable title to all
its property and assets (except property and assets disposed of since the
ending date of the financial statements in the usual and ordinary course of
business), subject to no mortgage, pledge, lien, or other encumbrance, except
as disclosed in Exhibit 2.
7.7. LITIGATION. XXXXXXXXX is not a defendant or plaintiff against whom a
counterclaim has been asserted, on any litigation, pending or threatened, nor
has any material claim been made or asserted against XXXXXXXXX, nor are there
any proceedings threatened or pending before any foreign, federal, state, or
municipal government, or any department, board, body, or
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agency thereof, involving XXXXXXXXX, except as disclosed in Exhibit 2.
7.8. Default. There has been no default (after the expiration of any
applicable grace period) in any material obligation to be performed by
XXXXXXXXX under any contract, lease, agreement, commitment, or undertaking to
which it is a party or by which it is or its assets or properties are bound.
XXXXXXXXX is not in default with respect to any order of any court,
regulatory agency, or other governmental agency.
ARTICLE EIGHT
(Conditions of Royal and Stockholders)
The obligation of ROYAL and STOCKHOLDERS to consummate the transaction
contemplated by this Agreement is subject to the satisfaction at or prior to
the Closing Date of the following conditions, unless waived by XXXXXXXXX.
8.1. Representations and Warranties. Each of the representations and
warranties of ROYAL contained herein or in any certificate, instrument, or
other document delivered by or on behalf of ROYAL in connection herewith
shall be true and correct in all material respects on and as of the Closing
Date with the same force and effect as if such representation and warranty
had then been made, except to the extent affected by the transaction
contemplated herein and by the operations of ROYAL as permitted in this
Agreement.
8.2. Covenants Performed. ROYAL shall have performed and complied with
all covenants, obligations, agreements, and conditions required by this
Agreement to be performed and complied with by ROYAL on or before the Closing
Date.
8.3. Stockholder Approval. The STOCKHOLDERS shall have approved the
Merger in the manner required by Texas law.
8.4. Government Approvals. All governmental consents and approvals, if
any, necessary to consummate the Merger and to permit the continuance of
operations of ROYAL thereafter shall have been obtained.
ARTICLE NINE
(Conditions of Xxxxxxxxx)
9.1. Representations and Warranties. Each of the representations and
warranties of XXXXXXXXX contained herein or in any certificate, instrument,
or other document delivered by or on behalf of XXXXXXXXX in connection
herewith shall be true and correct in all material respects on and as of the
Closing Date with the same force and effect as if such representation and
warranty had then been made, except to the extent affected by the transaction
contemplated herein and by the operations of XXXXXXXXX as permitted in this
Agreement.
9.2. Covenants Performed. XXXXXXXXX shall have performed and complied
with all covenants, obligations, agreements, and conditions required by this
Agreement to be performed and complied with by XXXXXXXXX on or before the
Closing Date.
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9.3 Stockholder Approval. The shareholders of XXXXXXXXX shall have
approved the Merger in the manner required by Nevada law.
9.4 Government Approvals. All governmental consents and approvals, if
any, necessary to consummate the Merger and to permit the continuance of
operations of XXXXXXXXX thereafter shall have been obtained.
ARTICLE TEN
(Termination)
10.1 Termination. This Agreement may be terminated and the Merger
abandoned at any time prior to the Effective Time of the Merger.
(a) By mutual consent of ROYAL, STOCKHOLDERS, and XXXXXXXXX.
(b) By ROYAL for any material breach of this Agreement by XXXXXXXXX.
(c) By XXXXXXXXX for any material breach of this Agreement by ROYAL
or STOCKHOLDERS.
(d) By either ROYAL or XXXXXXXXX should shareholder approval not be
obtained from XXXXXXXXX.
10.2 Effect of Termination. If this Agreement is terminated, all further
obligations by ROYAL, STOCKHOLDERS, or XXXXXXXXX under this Agreement shall
terminate without further liability of any of the parties hereto to any of
the other parties hereto.
ARTICLE ELEVEN
(Miscellaneous)
11.1 Representations and Warranties. All statements contained in any
certificate, instrument, or other document delivered by either ROYAL or
XXXXXXXXX pursuant to the provisions hereof shall be deemed representations
and warranties by each such corporation. Except as otherwise stated herein,
all warranties and covenants contained herein or in any certificate or other
instrument delivered by or on behalf of ROYAL or XXXXXXXXX shall be
continuous and shall survive for one year following the Closing.
11.2 Brokers. ROYAL and XXXXXXXXX represent that they have not employed
any investment banker, broker, finder, or intermediary in connection with the
transaction contemplated hereby who might be entitled to a fee from ROYAL or
XXXXXXXXX or any commission upon the consummation of the Merger.
11.3 Expenses. All legal and other expenses incurred in connection with
this Agreement and the transaction contemplated hereby shall be paid by the
corporation incurring such expenses.
11.4 Notices. All notices, requests, consents, and other communications
hereunder shall be in writing and shall be deemed to have been given if sent
by prepaid certified mail return receipt, addressed as follows:
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Royal/Stockholders ROYAL MORTGAGE CORP.
0000 Xxxxxxxx Xxx, Xxx. 000
Xxxxxxxxx, XX 00000
Xxxxxxxxx XXXXXXXXX VENTURES, INC.
000 Xxxxx Xxxxx
Xxxxxx, XX 00000
11.5. BINDING EFFECT, ASSIGNMENT. This Agreement shall be binding upon
and shall inure to the benefit of ROYAL and XXXXXXXXX and their respective
successors and assigns; provided, however, that this Agreement may not be
assigned by either ROYAL or XXXXXXXXX without the consent of the other.
11.6. AMENDMENT. This Agreement may be amended with the mutual approval
of the Board of Directors of each party at any time prior to the Effective
Time of the Merger, and thereafter by such Board's approval together with the
approval of the shareholders of both parties.
11.7. ENTIRE AGREEMENT. This Agreement, together with its exhibits,
represents the entire agreement among the parties and supersedes all prior
agreements between the parties.
11.8. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the law of the State of Nevada.
XXXXXXXXX VENTURES, INC. ROYAL MORTGAGE CORPORATION
/s/ Xxxxxxx Farwater /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- -----------------------------
By: Xxxxxxx Farwater By: Xxxxxxx X. Xxxxxxx
Title: President & Chairman Title: President & Chairman
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxxx
-------------------------------- -----------------------------
By: Xxxxxxx Xxxxxx By: Xxxxx X. Xxxxxxx
Title: Vice President & Director Title: Vice President & Director
/s/ Xxxxxx Matcheal /s/ Xxxx X. Xxxxxxx
-------------------------------- -------------------------------
By: Xxxxxx Matcheal By: Xxxx X. Xxxxxxx
Title: Director Title: Secretary/Treasurer &
Director
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/s/ Xxxxxxx Xxxxx
----------------------------
By: Xxxxxxx Xxxxx
Title: Director
/s/ Xxxxxxx Xxxxxxx
-------------------------------
By: Xxxxxxx Xxxxxxx
Title: Director
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