Exhibit 2.0
Business Combination Agreement
BUSINESS COMBINATION AGREEMENT
This agreement is entered into the 4th day of June, 2002 between
BENCHMARK TECHNOLOGY CORPORATION, a Nevada corporation, (herein, "Company") and
INTERNATIONAL GLASS PROTECTION, INC., a Nevada corporation, (herein, "IGP") and
IGP SHAREHOLDERS, (herein, "Seller"). The Company, IGP and Seller desire to
enter into a business combination transaction whereby the Company will issue
shares to Seller in exchange for all of the issued and outstanding IGP shares
owned by Seller.
For good and valuable consideration, receipt of which is acknowledged
the parties agree, represent and warrant the following: Agreement
A. Exchange of Shares. The Company and Seller agree to exchange shares
whereby the Company will acquire all of Seller's stock of IGP which represents
One Hundred (100%) percent of the shares of the issued and outstanding capital
stock of IGP. The Company will issue Company shares to Seller in exchange for
all IGP shares. The Company will acquire the Seller's shares and issue to Seller
a total of Eleven Million (11,000,000) shares of Company common stock to each
Seller on a one share of IGP for one and a fractional share (1:1.105517638) of
Company stock as set forth on the signature page. The shares will be issued from
the Company's treasury pursuant to the securities transaction exemption afforded
by Section 4(2) of the Securities Act of 1933 and appropriate state securities
laws. The shares will be restricted securities bearing the Company's standard
restrictive legend as set forth in Exhibit "A ".
B. Representations, Warranties and Covenants of the Company: The Company
represents and warrants to Seller as of the date hereof and as of the Closing
Date:
SECTION 1. Enforceability of Agreement Against the Company. The Company
has all necessary power and authority to enter into this Agreement to which it
is a party, to carry out the obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement constitutes the legal, valid
and binding obligations of the Company enforceable against it in accordance with
the respective terms.
SECTION 2. Shares. The shares when issued will be free and clear of all
liens, charges, demands or adverse claims or other restrictions on the exercise
of any of the attributes of ownership. There are no contracts, arrangements,
commitments or restrictions relating to the issuance, sale, transfer or purchase
or obtaining of shares or other ownership interests in the Shares, except for
this Agreement and applicable federal and state securities laws.
SECTION 3. Incorporation, Authority and Qualification of The Company.
The Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Nevada. The Company has all necessary
corporate power and authority to carry on the business now being conducted by
it. The Company is duly qualified to do business, and is in good standing, in
each jurisdiction, if any, where the character of its properties owned, operated
or leased or the nature of its activities makes such qualification necessary.
The Company is authorized to issue 20,000,000 common shares, par value $0.001
per share. The company has approximately 2,940,000 common shares issued and
outstanding. The Company is authorized to issue 5,000,000 preferred shares, par
value $0.001 per share. No preferred shares are issued. There are no outstanding
options, warrants, rights or otherwise, other than those disclosed in the
financial statements and exhibits.
SECTION 4. No Conflict. The execution and delivery by the Company of
this Agreement and each Related Document to which the Company are parties have
been obtained and all filings and notifications required by law, agreement or
otherwise have been made, the performance by the Company of this Agreement and
each Related Document to which they are parties will not:
(a) Violate or conflict with any term or provision of the articles
or certificate of incorporation (or other charter documents)
of the Company;
(b) Conflict with or violate any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award
applicable to Company;
(c) Conflict with, result in any breach of, constitute a default
(or event which with the giving of notice or lapse of time, or
both, would become a default) under, give to others any rights
of termination, amendment, acceleration or cancellation of, or
result in the creation of any lien on any of the assets
pursuant to, any assigned contract or any licenses;
(d) Without limiting the generality of the foregoing, result in
the termination, denial or impairment of any material
contract, arrangement or benefit granted with respect to the
Company's business, or require the payment of any fees, taxes
or assessments, pursuant to any federal, state or local
program relating to minority-owned businesses.
SECTION 5. Consents, Approvals and Notifications. The execution and
delivery by the Company of this Agreement and each Related Document to which it
is a party does not, and the performance by it of this Agreement and such
Related Documents will not, require any consent, approval, authorization or
other action by, or filing with or notification to, any Governmental Authority
or any other Person.
SECTION 6. Financial Statements.
6.1 The Company has furnished to IGP copies of (a) audited balance
sheets of the Company and audited statements of income, changes in shareholders'
equity and statements of cash flow for the periods ending December 31, 2001,
together with the reports and notes thereon, independent certified public
accountants (collectively, the "Audited Financial Statements", Exhibit "B").
6.2 The Audited Financial Statements (a) have been prepared in
conformity with GAAP applied on a consistent basis from year to year (except as
noted otherwise therein); and are true and correct and present fairly in all
material respects the financial condition of the Company and the results of
operations and changes in cash flow of the Company for the periods to which each
relates.
6.3 To the knowledge of the Company, the Interim Financial Statements,
if prepared, (a) have been prepared in conformity with GAAP applied on a
consistent basis from year to year (except as noted otherwise therein), subject
to normal recurring year-end adjustments (the effect of which will not,
individually or in the aggregate, be material) and the absence of notes (which,
if presented, would not differ materially from those included in the Audited
Financial Statements), and are true and correct and present fairly in all
material respects the financial condition of the Company and the results of
operations and changes in cash flow of the Company for the periods to which each
relates.
SECTION 7. Litigation. There is no claim, action, investigation,
arbitration or proceeding pending or, threatened against the Company, or against
or relating to any of the assets or the ability of it to perform its obligations
hereunder, before any arbitrator, judge, court or governmental authority, except
as set forth in the Company's financial statements, or Exhibits. The Company is
not subject to any order, writ judgment, injunction, decree, determination or
award of any arbitrator, judge, court or governmental authority.
SECTION 8. Contracts and Intellectual Property. To the extent
applicable, Exhibit "C" contains an accurate and complete list of all written
agreements, contracts and Intellectual Property on the date of this Agreement to
which the Company is a party in connection with the business operations or by
which any of its properties or assets relating to the operation are bound. The
are no contracts in formation or which are capable of subsequent formation as a
result of future satisfied conditions. The Company has made available to IGP
true and complete copies of the contracts (including any amendments or
modifications thereto). The Company owns all right, title, claim and interest in
and to any license, patent, trademark, service xxxx, trade name or copyright
held, owned or licensed by its and used or held for use in connection with the
operation of its business.
SECTION 9. Environmental Matters. The Company has not used any
property, real or personal to generate, manufacture, refine, transport, treat,
store, handle, or dispose of any hazardous substances except in accordance with
all applicable federal and state environmental laws.
SECTION 10. Taxes. To the best knowledge of the Company, it has filed
all federal income tax returns and all other federal, state, county, local or
city tax returns which are required to be filed, including, but not limited to,
income and employee withholding taxes, and it has paid or caused to be paid all
taxes shown on said returns or on any tax assessment received by it to the
extent that such taxes have become due, or has set aside on its books reserves
(segregated to the extent required by sound accounting practice) reasonably
deemed by it to be adequate with respect thereto.
SECTION 11. Undisclosed Liabilities. To the best knowledge of
management, the Company does not have any liabilities or obligations of any
nature that would be required by GAAP to be reflected in the Financial
Statements (subject, in the case of unaudited statements, to normal year-end
audit adjustments), except: (a) such liabilities and obligations which are
reflected in the Financial Statements, or (b) such liabilities or obligations
which were incurred in the ordinary course of business for normal trade or
business obligations and are not individually or in the aggregate in excess of
$1,000 and are related to this Business Combination transaction.
SECTION 12. Compliance with Laws. Except as individually or in the
aggregate would not have a Material Adverse Effect, and to the best knowledge of
management, the Company has complied in all respects with all laws of all
Governmental Authorities (including all tariff and reporting requirements) with
respect to its business operations.
B. Representations, Warranties Covenants of Seller and IGP: IGP and
Seller represent and warrant to the Company as of the date hereof and as of the
Closing Date:
SECTION 1. Enforceability of Agreement Against the Seller and IGP. IGP
and Seller have all necessary power and authority to enter into this Agreement
to which each is a party, to carry out the obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement constitutes the
legal, valid and binding obligations of the Seller and IGP enforceable against
it in accordance with the respective terms.
SECTION 2. Shares and Shareholders. Seller's shares have been validly
issued and are free and clear of all liens, charges, demands or adverse claims
or other restrictions on the exercise of any of the attributes of ownership.
There are no contracts, arrangements, commitments or restrictions relating to
the issuance, sale, transfer or purchase or obtaining of shares or other
ownership interests in the Shares.
SECTION 3. Incorporation, Authority and Qualification of IGP. IGP is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Nevada. IGP has all necessary corporate power and authority
to carry on the business now being conducted by it. IGP is duly qualified to do
business, and is in good standing, in each jurisdiction, if any, where the
character of its properties owned, operated or leased or the nature of its
activities makes such qualification necessary. IGP is authorized to issue
75,000,000 common shares, par value $0.001 per share. The company has 10,558,000
common shares issued and outstanding. No other classes of stock are authorized
or issued. There are no outstanding options, warrants, rights or otherwise,
other than those disclosed in the financial statements.
SECTION 4. No Conflict. The execution and delivery by Seller and IGP of
this Agreement and each Related Document to which the each is a party have been
obtained and all filings and notifications required by law, agreement or
otherwise have been made, the performance by the Seller and IGP of this
Agreement and each Related Document to which each is a party will not:
(1) Violate or conflict with any term or provision of the articles
or certificate of incorporation (or other charter documents)
of IGP;
(2) Conflict with or violate any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award
applicable to IGP or Seller;
(3) Conflict with, result in any breach of, constitute a default
(or event which with the giving of notice or lapse of time, or
both, would become a default) under, give to others any rights
of termination, amendment, acceleration or cancellation of, or
result in the creation of any lien on any of the assets
pursuant to, any assigned contract or any licenses;
(4) Without limiting the generality of the foregoing, result in
the termination, denial or impairment of any material
contract, arrangement or benefit granted with respect to IGP
or Seller's business, or require the payment of any fees,
taxes or assessments, pursuant to any federal, state or local
program relating to minority-owned businesses.
SECTION 5. Consents, Approvals and Notifications. The execution and
delivery by the Seller and IGP of this Agreement and each Related Document to
which each is a party does not, and the performance by it of this Agreement and
such Related Documents will not, require any consent, approval, authorization or
other action by, or filing with or notification to, any Governmental Authority
or any other Person.
SECTION 6. Financial Statements.
6.1 IGP has furnished to the Company copies of (a) audited balance
sheets of the Company and audited statements of income, changes in shareholders'
equity and statements of cash flow for the periods ending October 5, 2001,
together with the reports and notes thereon, independent certified public
accountants (collectively, the "Audited Financial Statements", Exhibit "D").
6.2 The Audited Financial Statements (a) have been prepared in
conformity with GAAP applied on a consistent basis from year to year (except as
noted otherwise therein); and are true and correct and present fairly in all
material respects the financial condition of IGP and the results of operations
and changes in cash flow of IGP for the periods to which each relates.
6.3 To the knowledge of the Seller and IGP , the Interim Financial
Statements, if prepared, (a) have been prepared in conformity with GAAP applied
on a consistent basis from year to year (except as noted otherwise therein),
subject to normal recurring year-end adjustments (the effect of which will not,
individually or in the aggregate, be material) and the absence of notes (which,
if presented, would not differ materially from those included in the Audited
Financial Statements), and are true and correct and present fairly in all
material respects the financial condition of the Company and the results of
operations and changes in cash flow of IGP for the periods to which each
relates.
SECTION 7. Litigation. There is no claim, action, investigation, asset
defect or encumbrance, arbitration, proceeding, pending or, threatened against
IGP or known to management, or against or relating to any of the assets or the
Company's ability of it to perform its obligations hereunder, before any
arbitrator, judge, court or governmental authority, except as set forth in the
IGP financial statements, or Exhibits. IGP is not subject to any order, writ
judgment, injunction, decree, determination or award of any arbitrator, judge,
court or governmental authority.
SECTION 8. Contracts and Intellectual Property. To the extent
applicable, Exhibit "E" contains an accurate and complete list of all written
and oral agreements, contracts and Intellectual Property on the date of this
Agreement to which IGP is a possessor or party in connection with the business
operations or by which any of its properties or assets relating to the operation
are bound. The are no contracts in formation or which are capable of subsequent
formation as a result of future satisfied conditions. IGP has made available to
the Company true and complete copies of the contracts (including any amendments
or modifications thereto). IGP owns all right, title, claim and interest in and
to any license, patent, trademark, service xxxx, trade name or copyright held,
owned or licensed by IGP and used or held for use in connection with the
operation of its business.
SECTION 9. Environmental Matters. IGP has not used any property, real
or personal to generate, manufacture, refine, transport, treat, store, handle,
or dispose of any hazardous substances except in accordance with all applicable
federal and state environmental laws.
SECTION 10. Taxes. IGP has filed all federal income tax returns and all
other federal, state, county, local or city tax returns which are required to be
filed, including, but not limited to, income and employee withholding taxes, and
it has paid or caused to be paid all taxes shown on said returns or on any tax
assessment received by it to the extent that such taxes have become due, or has
set aside on its books reserves (segregated to the extent required by sound
accounting practice) reasonably deemed by it to be adequate with respect
thereto.
SECTION 11. Absence of Changes. Since the date of the Audited Financial
Statements, IGP has operated its business in the ordinary course consistent with
past practices and there has not been, except as disclosed in this Agreement or
the Exhibits attached hereto:
i. any Material Adverse Effect;
ii. any damage, destruction or loss (whether or not covered by
insurance) affecting any tangible asset or property used or useful in the
business operations, normal wear and tear excepted;
iii. any payments, discharges or satisfactions by it of any liens,
claims, charges or liabilities (whether absolute, accrued, contingent or
otherwise and whether due or to become due) relating to the business operations,
other than in the ordinary course of the business and consistent with past
practice;
iv. any licenses, sales, transfers, pledges, mortgages or other
dispositions of any tangible or intangible assets having a value over $1,000 (in
the aggregate) used or held for use in connection with the operation of the
business, other than in the ordinary course of business and consistent with past
practice;
v. any write-offs as uncollectible of any accounts receivable or notes
receivable of the operations, or any portion thereof, not provided for in the
allowance for uncollectible accounts in the Interim Financial Statements;
vi. any cancellations of any material debts or claims of, or any
amendments, terminations or waivers of any rights of material value to, the
business operations;
vii. any general uniform increase in or change in the method of
computing the compensation of employees of it who perform services for the
benefit of the business operations;
viii. any material changes in the manner in which IGP extends discount
or credits to customers or otherwise deals with customers of its business;
ix. any material changes in the accounting methods or practices
followed by IGP and or any changes in depreciation or amortization policies or
rates theretofore adopted;
x. any capital commitments by IGP and for additions to property, plant
or equipment of the business operations;
xi. any agreements or commitments to merge or consolidate with or
otherwise acquire any other corporation, association, firm or other business
organization or division thereof;
xii. any declarations of dividend, payment of any dividend, issuance of
any securities, purchase or redemption of any securities, commitments or
authorizations for any changes to its Articles of Incorporation or amendments to
any by-laws, conversions of any options, warrants or otherwise into common
shares, and except as disclosed in paragraph B.1. relating to the total shares
issued and outstanding which resulted from a corporate reorganization;
xiii. any other material transaction relating to IGP other than in the
ordinary course of the business and consistent with past practice; or
xiv. any agreements or understandings, whether in writing or otherwise,
for IGP to take any of the actions specified in items i. through xii. above.
SECTION 12. Undisclosed Liabilities. IGP does not have any liabilities
or obligations of any nature that would be required by GAAP to be reflected in
the Financial Statements (subject, in the case of unaudited statements, to
normal year-end audit adjustments), except: (a) such liabilities and obligations
which are reflected in the Financial Statements, or (b) such liabilities or
obligations which were incurred in the ordinary course of business for normal
trade or business obligations and are not individually or in the aggregate in
excess of $1,000.
SECTION 13. Compliance with Laws. Except as individually or in the
aggregate would not have a Material Adverse Effect, IGP has complied in all
respects with all laws of all Governmental Authorities (including all tariff and
reporting requirements) with respect to its business operations.
SECTION 14. Consents, Approvals and Notifications. The execution and
delivery by IGP and Seller of this Agreement to which each is a party does not,
and the performance by each of this Agreement will not, require any consent,
approval, authorization or other action by, or filing with or notification to,
any Governmental Authority or any other Person.
C. Miscellaneous Provisions.
SECTION 1. Conditions to Closing
1.1 Conditions to Obligations of the Company. The obligations of the
Company to consummate the sale of the shares will be subject to the fulfillment,
at or prior to the Closing, of each of the following conditions, any one of
which may be waived by the Seller without waiver of any other rights or remedies
which Seller may have under this Agreement:
i. The Company's Closing Documents. At the Closing, Seller and
IGP will have executed and/or delivered the following Related Documents to which
they are parties or for which each is responsible: (1) this Agreement, and (2)
the Company exchange share certificates delivered Seller, (3) board of director
action authorizing the performance of this Agreement.
1.2 Conditions to Obligations of IGP. The obligations of the Company to
consummate the purchase of the shares contemplated by this Agreement will be
subject to the fulfillment, at or prior to the Closing, of each of the following
conditions, any one of which may be waived by the Company without waiver of any
other rights or remedies which the Company may have under this Agreement.
i. IGP's Closing Documents. At the Closing, the Company will
have executed and/or delivered the following Related Documents to which they are
parties or for which each is responsible: (1) this Agreement, (2) delivery of
the Company shares to the IGP shareholders.
1.3 Conditions to Obligations of Seller. The obligations of Seller to
consummate the purchase of the shares contemplated by this Agreement will be
subject to the fulfillment, at or prior to the Closing, of each of the following
conditions, any one of which may be waived by the Company without waiver of any
other rights or remedies which the Company may have under this Agreement.
i. The Seller's Closing Documents. At the Closing, the Company
will have executed and/or delivered the following Related Documents to which
they are parties or for which each is responsible: (1) this Agreement and (2)
delivered the IGP shares to the Seller. SECTION 2. Indemnification
2.1 Survival and Waiver. All representations and warranties and
covenants and agreements contained herein will survive the execution of hereof
and the Closing Date. Any investigations by or on behalf of any party will not
constitute a waiver as to enforcement of any representation, warranty or
covenant contained in this Agreement. No notice or information delivered by one
party will affect the other party's right to rely on any representation or
warranty made by the party delivering the notice or information or relieve that
party of any obligations under this Agreement as the result of a breach of any
of its representations and warranties.
SECTION 3. Dispute Resolution. The Company, Seller and IGP desire to
resolve disputes arising out of this Agreement without litigation. Accordingly,
except for action seeking a temporary restraining order injunction related to
the purposes of this Agreement, or suit to compel compliance with this dispute
resolution process, the Company and Seller agree to use the dispute resolution
procedures set forth below in Sections 3.1 through 3.5 as their sole remedy with
respect to any controversy or claim arising out of or relating to this Agreement
or its breach.
At the written request of either the Company, Seller, and IGP, the
parties will each appoint a knowledgeable, responsible representative to meet
and negotiate in good faith to resolve any dispute arising under this Agreement.
The parties intend that these negotiations be conducted by non-lawyer, business
representatives. The location, format, frequency, duration and conclusion of
these discussions will be left to the discretion of the representatives.
Discussion and correspondence among the representatives for purposes of these
negotiations will be treated as confidential information developed for purposes
of settlement, exempt from discovery and production, which will not be
admissible in the arbitration described below. Documents identified in or
provided with such communications, which are not prepared for purposes of the
negotiations, are not so exempted and may, if otherwise admissible, be admitted
in evidence in the arbitration or lawsuit.
3.1 Mediation. If the negotiations set forth above do not resolve the
dispute within sixty (60) days of the initial written request, the parties agree
to work in good faith to settle the dispute by mediation under the commercial
mediation rules of the American Arbitration Association. The parties will
attempt to agree on a mediator. If they are unable to do so, the mediation will
be referred to the Las Vegas office of the American Arbitration Association for
mediation which will appoint a qualified mediator to serve. The mediation will
take place in Las Vegas, Nevada. Unless the parties agree otherwise, the first
mediation session will take place no later than ninety (90) days after the
initial written request to negotiate. The mediation will continue until the
dispute is resolved or until such time as the mediator makes a good faith
determination that the likelihood of resolution is sufficiently remote that
continuation of the mediation is not warranted.
3.2 Arbitration. If a determination is made pursuant to Section 3.1
that continuation of the mediation process is not warranted, the dispute will be
submitted to binding arbitration by a panel of three arbitrators pursuant to the
Commercial Arbitration Rules of the American Arbitration Association. Either the
Company, Seller or IGP may demand such arbitration in accordance with the
procedures set out in those rules. Each party will have the right to take the
deposition of one individual, and any expert witness designated by the other
party. Each party will also have the right to request production of relevant
documents, the scope and enforcement of which will be governed by the
arbitrator. Additional discovery may be only by order of the arbitrator, and
only upon a showing of substantial need. The arbitrator will be authorized to
issue subpoenas for the purpose of requiring attendance of witnesses at
depositions. The arbitration hearing will be commenced within sixty (60) days of
the determination that mediation is not going to be successful. The arbitration
will be held in Las Vegas, Nevada or such other location as mutually agreed upon
by the parties. The arbitrator will control the scheduling so as to process the
matter expeditiously. The parties may submit written briefs. The arbitrator will
rule on the dispute by issuing a written opinion within thirty (30) days after
the close of hearings. The times specified in this section may be extended upon
mutual agreement of the parties or by the arbitrator upon a showing of good
cause. The award rendered by arbitration will be final, binding and
nonappealable judgment and the award may be entered in any court of competent
jurisdiction in the United States. Punitive damages will not be awarded by the
arbitrator.
3.3 Confidentiality. The Company, Seller and IGP agree that all
communications and negotiations between the parties during the dispute
resolution process, any settlements agreed upon during the dispute resolution
process and any information regarding the other party obtained during the
dispute resolution process (that are not already public knowledge) are
confidential and may be disclosed only to employees and agents of the Company,
Seller and IGP who will have a "need to know" the information and who will have
been made aware of the confidentiality obligations set forth in this Section,
unless the party is required by law to disclose such information.
3.4 Fees and Expenses. The Company, Seller and IGP will equally split
the fees of the mediator and the arbitrator. Any party found by the arbitrator
to have breached this Agreement will pay all other costs and expenses, including
reasonable attorneys' fees and expenses, of the other party incurred in
connection with the dispute resolution process. If the arbitrator does not find
that any party has breached this Agreement, then each party will bear its own
costs and expenses, including attorneys' fees and expenses.
SECTION 4. General Provisions.
4.1 Headings and Interpretation. The headings used in this Agreement
are for reference purposes only and will not affect the meaning or
interpretation of any term or provision of this Agreement.
4.2 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement will nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party.
4.3 Entire Agreement. This Agreement represents the entire
understanding of the parties with reference to the matters set forth herein.
This Agreement supersedes all prior negotiations, discussions, correspondence,
communications and prior agreements among the parties relating to the subject
matter herein.
4.4 Amendment. This Agreement may not be amended or modified except by
an instrument in writing signed by the parties hereto.
4.5 Independent Legal Representation. The parties acknowledge that they
have had the opportunity and adequate time to consult with their respective
independent legal, corporate, financial and tax advisors concerning this
agreement. Exhibit "Z".
4.6 Applicable Law. This Agreement will be governed by the substantive
laws of the State of Nevada, without regard to its conflict of laws provisions.
4.7 Counterparts and Facsimile Transmission Copies of Originals. This
Agreement may be executed in several original or facsimile copy counterparts and
all so executed and transmitted will constitute one Agreement, binding on all
the parties hereto even though all the parties are not signatories to the
original or the same counterpart. Facsimile transmitted signatures will be
deemed valid as though they were originals and the parties may perform any and
all obligations and duties in reliance on the facsimile copies.
4.8 No Third-Party Beneficiaries. Except as expressly provided herein,
this Agreement is for the sole benefit of the parties hereto and their permitted
assigns and nothing herein expressed or implied will give or be construed to
give to any Person, other than the parties hereto and such assigns, any legal or
equitable rights hereunder.
4.9 Brokers. No broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of any party.
4.10 Further Assurances, Additional Documents, Etc. The parties will
cooperate with each other to accommodate the intent of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed, or caused their
duly authorized representatives to execute, this Business Combination Agreement
as of the date first written above.
BENCHMARK TECHNOLOGY INTERNATIONAL GLASS
CORPORATION PROTECTION, INC.
/s/Xxxx Xxxx Xxxxxx /s/ Xxxx Xxxx Xxxxxx
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By: Xxxx Xxxx Xxxxxx By: Xxxx Xxxx Xxxxxx
Title:President Title: President
/s/ Xxxx Xxxx Xxxxxx /s/ Xxxx Xxxx Xxxxxx
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By: Xxxx Xxxx Xxxxxx By: Xxxx Xxxx Xxxxxx
Title: Secretary Title: Secretary
IGP SHAREHOLDERS/SELLERS:
THUNDERBOX LIMITED Company
Shares to be Issued
In Exchange for IGP shares:
/s/ Xxxxxxxxx Xxxxxxxxx
------------------------
By: Xxxxxxxxx Xxxxxxxxx
Title:
IGP Shareholder
9,341,575 shares 10,327,276
/s/ Xxxx Xxxx Xxxxxx
------------------------
Xxxx Xxxx Xxxxxx
IGP Shareholder
307,515 shares 339,963
*Note 1
------------------------
Xxxxx Xxxxx
IGP Shareholder
301,000 shares 332,761
------------------------
Note 1. Xxxxx Xxxxx had not signed the agreement as of the date of this filing.
Exhibit "A"
Restrictive Legend
"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933
ACT"), AS AMENDED, OR UNDER THE SECURITIES ACT OF NEVADA, OR UNDER ANY OTHER
STATE OR FOREIGN GOVERNMENT SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE
1933 ACT, THE SECURITIES ACT OF NEVADA, AND ANY OTHER APPLICABLE STATE
SECURITIES LAWS UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION
UNDER THE 1933 ACT, THE SECURITIES ACT OF NEVADA, OR ANY OTHER STATE OR FOREIGN
GOVERNMENT SECURITIES LAWS."
