AGREEMENT AND PLAN OF TENDER OFFER by and among Para Mas Internet, Inc. a Nevada corporation and AmeriGroup, Inc. a Nevada corporation Effective as of July 8, 2003 AGREEMENT AND PLAN OF TENDER OFFER
AGREEMENT
AND PLAN OF TENDER OFFER
by
and among
Para
Mas Internet, Inc.
a
Nevada corporation
and
AmeriGroup,
Inc.
a
Nevada corporation
Effective
as of July 8, 2003
AGREEMENT
AND PLAN OF TENDER OFFER
THIS
AGREEMENT AND PLAN OF TENDER OFFER (this
“Agreement”) is made and entered into this 8th day of July, 2003, by and among
Para Mas Internet, Inc., a Nevada corporation (“PMI”), and AmeriGroup, Inc., a
Nevada corporation, (“AmeriGroup”).
Premises
A. This
Agreement provides for the Tender Offer by PMI of 100% of the issued and
outstanding capital stock of AmeriGroup.
B. The board
of directors of AmeriGroup with respect to AmeriGroup, and the board or
directors of PMI with respect to PMI, have determined, subject to the terms and
conditions set forth in this Agreement, that the tender offer contemplated
hereby is desirable and in the best interests of the stockholders of AmeriGroup
and PMI. This Agreement is being entered into for the purpose of setting forth
the terms and conditions of the proposed tender offer.
Agreement
NOW,
THEREFORE, on the stated premises and for and in consideration of the mutual
covenants and agreements hereinafter set forth and the mutual benefits to the
parties to be derived herefrom, it is hereby agreed as follows:
ARTICLE
I
REPRESENTATIONS,
COVENANTS AND WARRANTIES OF AMERIGROUP
As an
inducement to and to obtain the reliance of PMI, AmeriGroup represents and
warrants as follows:
Section
1.1 Organization.
AmeriGroup
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Nevada and has the corporate power and is duly
authorized, qualified, franchised and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, including qualification to do business as a foreign
corporation in the jurisdiction in which the character and location of the
assets owned by it or the nature of the business transacted by it requires
qualification. Included in Schedule 1.1 are complete and correct copies of the
articles of incorporation, bylaws and amendments thereto of AmeriGroup as in
effect on the date hereof. The execution and delivery of this Agreement do not
and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not violate any provision of AmeriGroup’s
articles of incorporation or bylaws. AmeriGroup has full power, authority and
legal right and has taken all action required by law, its articles of
incorporation, its bylaws or otherwise to authorize the execution and delivery
of this Agreement.
Section
1.2 Capitalization.
All
issued and outstanding shares of AmeriGroup are legally issued, fully paid and
nonassessable and are not issued in violation of the preemptive or other rights
of any person. AmeriGroup has no other securities, warrants or options issued
other than as set forth in the Schedule 1.2.
Section
1.3 Subsidiaries.
AmeriGroup
does not have any subsidiaries other than MobileScan, Inc., a Nevada
corporation.
Section
1.4 Financial
Statements. Included
in Schedule 1.4 is AmeriGroup’s financial statements. Relevant
thereto:
(a) the
AmeriGroup balance sheet presents fairly as of its date the financial condition
of AmeriGroup and AmeriGroup does not have, as of the date of such balance
sheet, except as noted and to the extent reflected or reserved against therein,
any liabilities or obligations (absolute or contingent) which should be
reflected in a balance sheet or the notes thereto and all material assets
reflected therein are properly reported and present fairly the value of the
assets of AmeriGroup, in accordance with generally accepted accounting
principles;
(b) AmeriGroup
has no material liabilities with respect to the payment of any provincial,
federal, state, county, local or other taxes (including any deficiencies,
interest or penalties), except for taxes accrued but not yet due and
payable;
(c) AmeriGroup
has filed or is preparing to file all, state, federal and local income tax
returns required to be filed by it from inception to the date hereof, if
any;
(d) the books
and records, financial and others, of AmeriGroup are in all material respects
complete and correct and have been maintained in accordance with good business
accounting practices; and
(e) except as
and to the extent disclosed in the most recent AmeriGroup balance sheet and
schedules, AmeriGroup has no material liabilities contingent or otherwise,
whether direct or indirect, matured or unmatured.
Section
1.5 Information.
The
information concerning AmeriGroup set forth in this Agreement and in the
AmeriGroup Schedules is complete and accurate in all material respects and does
not contain any untrue statement of a material fact or omit to state a material
fact required to make the statements made, in light of the circumstances under
which they were made, not misleading.
Section
1.6 List
of Shareholders. Attached
hereto as Schedule 1.6 is a list of shareholders who in the aggregate own 100%
of the issued and outstanding capital shares of AmeriGroup.
Section
1.7 Absence
of Certain Changes or Events. Except as
set forth in this Agreement, the AmeriGroup Schedules, or as otherwise disclosed
to PMI:
(a) there has
not been: (i) any material adverse change in the business, operations,
properties, assets or condition of AmeriGroup; or (ii) any damage,
destruction or loss to AmeriGroup (whether or not covered by insurance)
materially and adversely affecting the business, operations, properties, assets
or condition of AmeriGroup;
(b) AmeriGroup
has not: (i) amended its articles of incorporation or bylaws;
(ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to stockholders
or purchased or redeemed or agreed to purchase or redeem any of its capital
stock; (iii) waived any rights of value which in the aggregate are
extraordinary or material considering the business of AmeriGroup; (iv) made any
material change in its method of management, operation or accounting;
(v) entered into any other material transaction; (vi) made any accrual
or arrangement for or payment of bonuses or special compensation of any kind or
any severance or termination pay to any present or former officer or employee;
(vii) increased the rate of compensation payable or to become payable by it
to any of its officers or directors or any of its employees whose monthly
compensation exceeds $5,000; or
(viii) made any increase in any profit sharing, bonus, deferred
compensation, insurance, pension, retirement or other employee benefit plan,
payment or arrangement made to, for, or with its officers, directors or
employees;
(c) AmeriGroup
has not: (i) granted or agreed to grant any options, warrants or other
rights for its stocks, bonds or other corporate securities calling for the
issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred
or become subject to, any material obligation or liability (absolute or
contingent) except liabilities incurred in the ordinary course of business;
(iii) paid any material obligation or liability (absolute or contingent)
other than current liabilities reflected in or shown on the most recent
AmeriGroup balance sheet and current liabilities incurred since that date in the
ordinary course of business; (iv) sold or transferred, or agreed to sell or
transfer, any of its assets, properties or rights (except assets, properties or
rights not used or useful in its business which, in the aggregate have a value
of less than $5,000); (v) made or permitted any amendment or termination of
any contract, agreement or license to which it is a party if such amendment or
termination is material, considering the business of AmeriGroup; or
(vi) issued, delivered or agreed to issue or deliver any stock, bonds or
other corporate securities, including debentures (whether authorized and
unissued or held as treasury stock); and
(d) to the
best knowledge of AmeriGroup, it has not become subject to any law or regulation
which materially and adversely affects, or in the future may adversely affect,
the business, operations, properties, assets or condition of
AmeriGroup.
Section
1.8 Title
and Related Matters. AmeriGroup
has good and marketable title to and is the sole and exclusive owner of all of
its properties, inventory, interests in properties and assets, real and personal
(collectively, the “Assets”) which are reflected in the AmeriGroup balance sheet
or acquired after that date (except properties, interests in properties and
assets sold or otherwise disposed of since such date in the ordinary course of
business), free and clear of all liens, pledges, charges or encumbrances except:
(a) statutory liens or claims not yet delinquent; and (b) such
imperfections of title and easements as do not and will not, materially detract
from or interfere with the present or proposed use of the properties subject
thereto or affected thereby or otherwise materially impair present business
operations on such properties. Except as set forth in the AmeriGroup Schedules,
AmeriGroup owns free and clear of any liens, claims, encumbrances, royalty
interests or other restrictions or limitations of any nature whatsoever any and
all procedures, techniques, marketing plans, business plans, methods of
management or other information utilized in connection with AmeriGroup’s
business. No third party has any right to, and AmeriGroup has not received any
notice of infringement of or conflict with asserted rights of others with
respect to any product, technology, data, trade secrets, know-how, proprietary
techniques, trademarks, service marks, trade names or copyrights which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a materially adverse effect on the business, operations,
financial conditions or income of AmeriGroup or any material portion of its
properties, assets or rights.
Section
1.9 Litigation
and Proceedings. Other
than possible complaints made to state and/or other regulatory authorities by
Xxxxxx Xxxxxxx, to the best of AmeriGroup’s knowledge and belief, there are no
actions, suits, proceedings or investigations pending or threatened by or
against AmeriGroup or affecting AmeriGroup or its properties, at law or in
equity, before any court or other governmental agency or instrumentality,
domestic or foreign or before any arbitrator of any kind that would have a
material adverse effect on the business, operations, financial condition or
income of AmeriGroup. AmeriGroup does not have any knowledge of any default on
its part with respect to any judgment, order, writ, injunction, decree, award,
rule or regulation of any court, arbitrator or governmental agency or
instrumentality or of any circumstances which, after reasonable investigation,
would result in the discovery of such a default.
Section
1.10 Contracts.
(a) Except as
included in Schedule 1.10, there are no material contracts, agreements,
franchises, license agreements or other commitments to which AmeriGroup is a
party or by which it or any of its assets, products, technology or properties
are bound;
(b) except as
included or described in the AmeriGroup Schedules or reflected in the most
recent AmeriGroup balance sheet, AmeriGroup is not a party to any oral or
written: (i) contract
for the employment of any officer or employee which is not terminable on thirty
(30) days or less notice; (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension benefit or retirement plan,
agreement or arrangement covered by Title IV of the Employee Retirement Income
Security Act, as amended; (iii) agreement, contract or indenture relating
to the borrowing of money; (iv) guaranty of any obligation, other than one
on which AmeriGroup is a primary obligor, for collection and other guaranties of
obligations, which, in the aggregate do not exceed more than one year or
providing for payments in excess of $5,000 in the aggregate; (v) consulting
or other similar contracts with an unexpired term of more than one year or
providing for payments in excess of $5,000 in the aggregate;
(vi) collective bargaining agreements; (vii) agreement with any
present or former officer or director of AmeriGroup; or (viii) contract,
agreement or other commitment involving payments by it of more than $5,000 in
the aggregate; and
(c) to
AmeriGroup’s knowledge, all contracts, agreements, franchises, license
agreements and other commitments to which AmeriGroup is a party or by which its
properties are bound and which are material to the operations of AmeriGroup
taken as a whole, are valid and enforceable by AmeriGroup in all respects,
except as limited by bankruptcy and insolvency laws and by other laws affecting
the rights of creditors generally.
Section
1.11 Material
Contract Defaults. To the
best of AmeriGroup’s knowledge and belief, AmeriGroup is not in default in any
material respect under the terms of any outstanding contract, agreement, lease
or other commitment which is material to the business, operations, properties,
assets or condition of AmeriGroup, and there is no event of default in any
material respect under any such contract, agreement, lease or other commitment
in respect of which AmeriGroup has not taken adequate steps to prevent such a
default from occurring.
Section
1.12 No
Conflict With Other Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to
which AmeriGroup is a party or to which any of its properties or operations are
subject.
Section
1.13 Governmental
Authorizations. To the
best of AmeriGroup’s knowledge, AmeriGroup has all licenses, franchises, permits
or other governmental authorizations legally required to enable AmeriGroup to
conduct its business in all material respects as conducted on the date hereof.
Except for compliance with provincial, federal and state securities and
corporation laws, as hereinafter provided, no authorization, approval, consent
or order of, or registration, declaration or filing with, any court or other
governmental body is required in connection with the execution and delivery by
AmeriGroup of this Agreement and the consummation by AmeriGroup of the
transactions contemplated hereby.
Section
1.14 Compliance
With Laws and Regulations. To the
best of AmeriGroup’s knowledge, AmeriGroup has complied with all applicable
statutes and regulations of any provincial, federal, state or other governmental
entity or agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business, operations, properties, assets or
condition of AmeriGroup or would not result in AmeriGroup’s incurring any
material liability.
Section
1.15 Approval
of Agreement The board
of directors of AmeriGroup has authorized the execution and delivery of this
Agreement by AmeriGroup and has approved the transactions contemplated
hereby.
Section
1.16 Material
Transactions or Affiliations. There
exists no material contract, agreement or arrangement between AmeriGroup or any
predecessor and any person who was at the time of such contract, agreement or
arrangement an officer, director or person owning of record, or known by
AmeriGroup to own beneficially, ten percent (10%) or more of the issued and
outstanding common shares of AmeriGroup and which is to be performed in whole or
in part after the date hereof. In all of such transactions, the amount paid or
received, whether in cash, in services or in kind, has been during the full term
thereof, and is required to be during the unexpired portion of the term thereof,
no less favorable to AmeriGroup than terms available from otherwise unrelated
parties in arms-length transactions. There are no commitments by AmeriGroup,
whether written or oral, to lend any funds to, borrow any money from or enter
into any other material transactions with, any such affiliated
person.
Section
1.17 Labor
Relations. AmeriGroup
has never had a work stoppage resulting from labor problems. To the best
knowledge of AmeriGroup, no union or other collective bargaining organization is
organizing or attempting to organize any employee of AmeriGroup.
Section
1.20 Shareholders.
AmeriGroup
has a total of approximately 90 shareholders. AmeriGroup believes that over 80
of its shareholders are accredited investors as defined in Rule 501(a)
promulgated under the Securities Act of 1933.
ARTICLE
II
REPRESENTATIONS,
COVENANTS AND WARRANTIES OF PMI
As an
inducement to, and to obtain the reliance of AmeriGroup, PMI represents and
warrants as follows:
Section
2.1 Organization.
PMI is a
corporation duly organized, validly existing and in good standing under the laws
of the state of Nevada and has the corporate power and is duly authorized,
qualified, franchised and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it are now being
conducted. The execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not, violate any provision of PMI’s articles of
incorporation or bylaws. PMI has taken all action required by law, its articles
of incorporation, its bylaws or otherwise to authorize the execution and
delivery of this Agreement. PMI has full power, authority and legal right and
has taken all action required by law, its articles of incorporation, bylaws or
otherwise to consummate the transactions herein contemplated.
Section
2.2 Subsidiaries.
PMI has
no subsidiaries other than International Bible Games (“IBG”).
Section
2.3 Financial
Statements.
(a) Included
in the XXXXX data base of the Securities and Exchange Commission are the audited
balance sheet of PMI for the fiscal years ended December 31, 2000 and 1999, and
the related statements of operations and deficit, changes in stockholders’
equity and cash flows for the years then ended, and the unaudited balance sheet
and related statement of operations and deficit, changes in stockholders’ equity
and cash flow for the period ended March 31, 2001. PMI believes there has been
no adverse material change in its financial condition since the dates of those
statements other than the issuance of approximately 4,000,000 shares of common
stock pursuant a registration on Form S-8 and incurring approximately $29,000 in
debt to the Apostolic Faith Church and other investors.
(b) All such
financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved. The
PMI balance sheets present fairly as of their respective dates the financial
condition of PMI. PMI did not have as of the date of any of such PMI balance
sheets, any liabilities or obligations (absolute or contingent) which should be
reflected in a balance sheet or the notes thereto prepared in accordance with
generally accepted accounting principles other than as listed herein, and all
assets reflected therein are properly reported and present fairly the value of
the assets of PMI, in accordance with generally accepted accounting principles.
The statements of operations and deficit, changes in stockholders’ equity and
cash flow reflect fairly the information required to be set forth therein by
generally accepted accounting principles.
(c) The books
and records, financial and others, of PMI are in all material respects complete
and correct and have been maintained in accordance with good business accounting
practices.
(d) PMI has
no liabilities with respect to the payment of any federal, state, county, local
or other taxes (including any deficiencies, interest or penalties).
Section
2.4 Information.
The
information concerning PMI as set forth in this Agreement is complete and
accurate in all material respects and does not contain any untrue statement of a
material fact or omit to state a material fact required to make the statements
made, in light of the circumstances under which they were made, not
misleading.
Section
2.5 Options
and Warrants. There are
no existing options, warrants, calls or commitments of any character to which
PMI is a party and by which it is bound.
Section
2.6 Absence
of Certain Changes or Events. Except as
described herein:
(a) PMI has
not: (i) amended its articles of incorporation or bylaws; (ii) waived
any rights of value which in the aggregate are extraordinary or material
considering the business of PMI; (iii) made any material change in its
method of management, operation or accounting; or (iv) made any accrual or
arrangement for or payment of bonuses or special compensation of any kind or any
severance or termination pay to any present or former officer or
employee;
(b) PMI has
not: (i) granted or agreed to grant any options, warrants or other rights
for its stocks, bonds or other corporate securities calling for the issuance
thereof; or (ii) borrowed or agreed to borrow any funds or incurred or
become subject to, any material obligation or liability (absolute or
contingent); and
(c) to the
best knowledge of PMI, it has not become subject to any law or regulation which
materially and adversely affects, or in the future may adversely affect, the
business, operations, properties, assets or condition of PMI.
Section
2.7 Title
and Related Matters. PMI owns
no real, personal or intangible property.
Section
2.8 Litigation
and Proceedings. There are
no actions, suits or proceedings pending or, to the best of PMI’s knowledge and
belief, threatened by or against or affecting PMI, at law or in equity, before
any court or other governmental agency or instrumentality, domestic or foreign,
or before any arbitrator of any kind that would have a material adverse effect
on the business, operations, financial condition, income or business prospects
of PMI. PMI does not have any knowledge of any default on its part with respect
to any judgment, order, writ, injunction, decree, award, rule or regulation of
any court, arbitrator or governmental agency or instrumentality.
Section
2.9 Contracts.
(a) there are
no material contracts, agreements, franchises, license agreements, or other
commitments to which PMI is a party or by which it or any of its properties are
bound.
(b) PMI is
not a party to any contract, agreement, commitment or instrument or subject to
any charter or other corporate restriction or any judgment, order, writ,
injunction, decree or award which materially and adversely affects, or in the
future may (as far as PMI can now foresee) materially and adversely affect, the
business, operations, properties, assets or conditions of PMI; and
(c) PMI is
not a party to any material oral or written: (i) contract for the
employment of any officer or employee; (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension, benefit or retirement plan,
agreement or arrangement covered by Title IV of the Employee Retirement Income
Security Act, as amended; (iii) agreement, contract or indenture relating
to the borrowing of money; (iv) guaranty of any obligation for the
borrowing of money or otherwise, excluding endorsements made for collection and
other guaranties of obligations; (v) consulting or other similar contract;
(vi) collective bargaining agreement; (vii) agreement with any present
or former officer or director of PMI; or (viii) contract, agreement, or
other commitment involving payments by it of more than $1,000 in the
aggregate.
Section
2.10 No
Conflict With Other Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to
which PMI is a party or to which any of its properties or operations are
subject.
Section
2.11 Material
Contract Defaults. To the
best of PMI’s knowledge and belief, PMI is not in default in any material
respect under the terms of any outstanding contract, agreement, lease or other
commitment which is material to the business, operations, properties, assets or
condition of PMI, and there is no event of default in any material respect under
any such contract, agreement, lease or other commitment in respect of which PMI
has not taken adequate steps to prevent such a default from
occurring.
Section
2.12 Governmental
Authorizations. To the
best of PMI’s knowledge, PMI has all licenses, franchises, permits and other
governmental authorizations that are legally required to enable it to conduct
its business operations in all material respects as conducted on the date
hereof. Except for compliance with federal and state securities or corporation
laws, no authorization, approval, consent or order of, or registration,
declaration or filing with, any court or other governmental body is required in
connection with the execution and delivery by PMI of the transactions
contemplated hereby.
Section
2.13 Compliance
With Laws and Regulations. Except
with respect to periodic reports to be filed with the Securities and Exchange
Commission, to the best of PMI’s knowledge and belief, PMI has complied with all
applicable statutes and regulations of any federal, state or other governmental
entity or agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business, operations, or condition of PMI or
would not result in PMI’s incurring any material liability.
Section
2.14 Insurance.
PMI has
no insurable properties and no insurance policies.
Section
2.15 Approval
of Agreement The board
of directors of PMI have authorized the execution and delivery of this Agreement
by PMI and have approved the transactions contemplated hereby.
Section
2.16 Material
Transactions or Affiliations. There is
no material contract, agreement or arrangement between PMI and any person who
was at the time of such contract, agreement or arrangement an officer, director
or person owning of record, or known by PMI to own beneficially, ten percent
(10%) or more of the issued and outstanding common stock of PMI and which is to
be performed in whole or in part after the date hereof. PMI has no commitment,
whether written or oral, to lend any funds to, borrow any money from or enter
into any other material transactions with, any such affiliated
person.
Section
2.17 Labor
Relations. PMI has
never had a work stoppage resulting from labor problems. PMI has no employees
other than its officers and directors.
ARTICLE
III
TENDER
OFFER
Section
3.1 Tender
Offer. Upon the
signing of this Agreement, PMI will make a tender offer to the shareholders of
AmeriGroup to acquire 100% of the issued and outstanding common shares of
AmeriGroup in which PMI will issue one common share of PMI for each common share
of AmeriGroup to be acquired. PMI will caused to be prepared applicable
disclosure to be issued to the shareholders of AmeriGroup in connection with the
tender offer.
Section
3.2 Issuance
of PMI Common Shares. Upon
receipt of the AmeriGroup shares from the AmeriGroup shareholders, PMI shall
cause to be issued PMI common shares to the AmeriGroup shareholders on a basis
of one common share of PMI for each share of AmeriGroup surrendered. PMI will
also issue approximately 10,042,105 PMI common shares to IBG shareholders and
creditors in exchange for a release of all claims against PMI. It is the intent
and the purpose of the parties that following the issuance of the approximate
10,042,105 PMI common shares as set forth above, all shareholders of PMI that
are not shareholders of PMI by reason of exchanging AmeriGroup shares, shall
hold a total of 5% of all of the issued and outstanding shares of PMI.
Additional shares of PMI will be issued as necessary to accomplish this intent.
Section
3.3 Directors
of PMI. Upon the
issuance of PMI shares to a majority of the shareholders of AmeriGroup, PMI
shall cause the board of directors to consist of two members which shall be Xxxx
Xxxxxxx and Xxx Xxxxxxx.
ARTICLE
IV
SPECIAL
COVENANTS
Section
4.1 Availability
of Rule 144. Each of
the parties acknowledge that the stock of PMI to be issued pursuant to this
Agreement will be “restricted securities,” as that term is defined in
Rule 144 as promulgated pursuant to the Securities Act. PMI will at its
earliest convenience register such shares under the Securities Act, or
otherwise. In addition, PMI will use its best efforts to: (a) comply with
the public information requirements of Rule 144 so as to make available to the
shareholders of PMI the provisions of Rule 144 pursuant to this paragraph;
and (b) within ten (10) days of any written request of any stockholder of
PMI, PMI will provide to such stockholder written confirmation of compliance
with this paragraph. The stockholders of PMI holding restricted securities of
PMI as of the date of this Agreement and their respective heirs, administrators,
personal representatives, successors and assigns, are intended third party
beneficiaries of the provisions set forth herein. The covenants set forth in
this Section 4.1 shall survive the consummation of the transactions herein
contemplated.
Section
4.2 Information
for PMI Public Reports. AmeriGroup
will furnish PMI with all information concerning AmeriGroup and the AmeriGroup
Stockholders, including all financial statements, required for inclusion in any
registration statement or public report intended to be filed by PMI pursuant to
the Securities Act, the Exchange Act, or any other applicable federal or state
law. AmeriGroup covenants that all information so furnished for either such
registration statement or other public release by PMI, including its financial
statements, shall be true and correct in all material respects without omission
of any material fact required to make the information stated not
misleading.
Section
4.3 Special
Covenants and Representations Regarding the PMI Common Shares to be Issued in
the Tender Offer. The
consummation of this Agreement, including the issuance of the PMI common shares
to the stockholders of AmeriGroup as contemplated in the tender offer,
constitutes the offer and sale of securities under the Securities Act, and
applicable state statutes. Such transaction shall be consummated in reliance on
exemptions from the registration and prospectus delivery requirements of such
statutes including Rule 506 under the Securities Act, which depend, inter
alia, upon the
circumstances under which the AmeriGroup stockholders acquire such securities.
In connection with reliance upon exemptions from the registration and prospectus
delivery requirements for such transactions, the parties agree that requisite
copies of Form D in the form attached hereto as Exhibit B will be filed with the
Securities and Exchange Commission and with each state in which any AmeriGroup
shareholder is resident together with requisite state filing fees, if any, to
qualify for applicable state exemptions for federal covered securities. All
filings shall be made within 15 days of the share exchange.
Section
4.4 Distribution
of Bible Game. PMI
will release any and all rights to the Bible Game and any inventory and in
exchange, IBG will satisfy all debt owed to DTG shareholders and the Apostolic
Faith Church and hold PMI harmless from the same.
ARTICLE
V
MISCELLANEOUS
Section
5.1 Brokers
and Finders. The
parties each agree to indemnify the other against any claim by any third person
for any commission, brokerage or finder’s fee or other payment with respect to
this Agreement or the transactions contemplated hereby based on any alleged
agreement or understanding between the indemnifying party and such third person,
whether express or implied from the actions of the indemnifying
party.
Section
5.2 Law.
This
Agreement shall be construed and interpreted in accordance with the laws of the
State of Nevada.
Section
5.3 Notices.
Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to it or sent by registered mail or
certified mail, postage prepaid, or by prepaid telegram addressed as
follows:
If
to AmeriGroup: |
0000
X. Xxxxxxx Xxxx, Xxxxx 000
Xxxx,
Xxxxxxx 00000
|
If
to PMI: |
000
Xxxxxx Xx.
Xxxxxxxxxx,
XX X0X 0X0
|
or such
other addresses as shall be furnished in writing by any party in the manner for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given as of the date so delivered, mailed, or
telegraphed.
Section
5.4 Attorneys’
Fees. In the
event that any party institutes any action or suit to enforce this Agreement or
to secure relief from any default hereunder or breach hereof, the breaching
party or parties shall reimburse the non-breaching party or parties for all
costs, including reasonable attorneys’ fees, incurred in connection therewith
and in enforcing or collecting any judgment rendered therein.
Section
5.5 Schedules;
Knowledge. Each
party is presumed to have full knowledge of all information set forth in the
other party’s Schedules delivered pursuant to this Agreement.
Section
5.6 Third
Party Beneficiaries. This
contract is solely among AmeriGroup and PMI and, except as specifically
provided, no director, officer, stockholder, employee, agent, independent
contractor or any other person or entity shall be deemed to be a third party
beneficiary of this Agreement.
Section
5.7 Entire
Agreement This
Agreement represents the entire agreement between the parties relating to the
subject matter hereof. This Agreement alone fully and completely expresses the
agreement of the parties relating to the subject matter hereof. There are no
other courses of dealing, understandings, agreements, representations or
warranties, written or oral, except as set forth herein. This Agreement may not
be amended or modified, except by a written agreement signed by all parties
hereto.
Section
5.8 Survival;
Termination. Except as
otherwise provided herein, the representations, warranties and covenants of the
respective parties shall survive the consummation of the transactions herein
contemplated.
Section
5.9 Counterparts
Facsimile Execution. For
purposes of this Agreement, a document (or signature page thereto) signed and
transmitted by facsimile machine or telecopier is to be treated as an original
document. The signature of any party thereon, for purposes hereof, is to be
considered as an original signature, and the document transmitted is to be
considered to have the same binding effect as an original signature on an
original document. At the request of any party, a facsimile or telecopy document
is to be re-executed in original form by the parties who executed the facsimile
or telecopy document. No party may raise the use of a facsimile machine or
telecopier machine as a defense to the enforcement of the Agreement or any
amendment or other document executed in compliance with this
Section.
Section
5.10 Amendment
or Waiver. Every
right and remedy provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. This Agreement
may be amended by a writing signed by all parties hereto, with respect to any of
the terms contained herein, and any term or condition of this Agreement may be
waived or the time for performance hereof may be extended by a writing signed by
the party or parties for whose benefit the provision is intended.
Section
5.11 Incorporation
of Recitals. All of
the recitals hereof are incorporated by this reference and are made a part
hereof as though set forth at length herein.
Section
5.12 Expenses.
Each
party herein shall bear all of their respective costs and expenses incurred in
connection with the negotiation of this Agreement and in the consummation of the
transactions provided for herein and the preparation therefore.
Section
5.13 Headings;
Context. The
headings of the sections and paragraphs contained in this Agreement are for
convenience of reference only and do not form a part hereof and in no way
modify, interpret or construe the meaning of this Agreement.
Section
5.14 Benefit.
This
Agreement shall be binding upon and shall inure only to the benefit of the
parties hereto, and their permitted assigns hereunder. This Agreement shall not
be assigned by any party without the prior written consent of the other
party.
Section
5.15 Public
Announcements. Except as
may be required by law, neither party shall make any public announcement or
filing with respect to the transactions provided for herein without the prior
consent of the other party hereto.
Section
5.16 Severability.
In the
event that any particular provision or provisions of this Agreement or the other
agreements contained herein shall for any reason hereafter be determined to be
unenforceable, or in violation of any law, governmental order or regulation,
such unenforceability or violation shall not affect the remaining provisions of
such agreements, which shall continue in full force and effect and be binding
upon the respective parties hereto.
Section
5.17 No
Strict Construction. The
language of this Agreement shall be construed as a whole, according to its fair
meaning and intendment, and not strictly for or against either party hereto,
regardless of who drafted or was principally responsible for drafting the
Agreement or terms or conditions hereof
Section
5.18 Execution
Knowing and Voluntary. In
executing this Agreement, the parties severally acknowledge and represent that
each: (a) has fully and carefully read and considered this Agreement;
(b) has been or has had the opportunity to be fully apprised by its
attorneys of the legal effect and meaning of this document and all terms and
conditions hereof; and (c) is executing this Agreement voluntarily, free
from any influence, coercion or duress of any kind.
Section
5.19 Shareholder
Meeting. In
addition to the obligations contained herein, as soon as practicable after the
signing of this Agreement, all parties to this Agreement shall cooperate to see
that a meeting of the shareholders of PMI be held at which the PMI shareholders
shall adopt and approve amendments to the PMI Articles of Incorporation changing
the name of PMI to “Para Mas Mall, Inc.” (or such other name as may be available
and acceptable to management of AmeriGroup) and increase the authorized capital
of PMI to 350,000,000 common shares.
Section
5.20 Lock-up
Agreements. PMI
shares issued pursuant to this Agreement may be subject to lock-up agreements as
reasonably recommended by market makers as necessary to create a market in the
PMI common shares after the tender offer. However, absent the shareholders
consent, a lock up agreement will not restrict the immediate transfer of more
than 75% of a shareholders stock and will free up 10% of the remaining stock
each month thereafter or 25% of the remaining stock each quarter thereafter,
whichever is agreed upon.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers, hereunto duly authorized, and entered into as of the
date first above written.
Para
Mas Internet, Inc., a Nevada corporation
By:
/s/
Xxx XxXxxxxx
Xxx
XxXxxxxx
Its:
CEO |
AmeriGroup,
Inc., a Nevada corporation
By:
/s/
Xxxx Xxxxxxx
Xxxx
Xxxxxxx
Its:
CEO |