AMENDMENT TO PLAN AND AGREEMENT OF TRIANGULAR MERGER BETWEEN EGPI FIRECREEK, INC., ASIAN VENTURES CORP., M3 LIGHTING, INC., AND STRATEGIC PARTNERS CONSULTING, LLC.
Exhibit
2.1
AMENDMENT TO PLAN
AND AGREEMENT OF TRIANGULAR MERGER
BETWEEN
ASIAN
VENTURES CORP.,
M3
LIGHTING, INC.,
AND
STRATEGIC
PARTNERS CONSULTING, LLC.
WHEREAS,
on or about May 21, 2009, EGPI FIRECREEK, INC., a Nevada corporation (“EGPI”),
ASIAN VENTURES CORP., a Nevada corporation (the “Subsidiary”), M3 LIGHTING,
INC., a Georgia corporation (“M3”), and STRATEGIC PARTNERS CONSULTING, L.L.C., a
Georgia limited liability company (“Strategic Partners”) executed that certain
Plan and Agreement of Triangular Merger (the “Plan of Merger”); and
WHEREAS,
the Plan of Merger is incorporated herein by reference for all purposes, and all
capitalized terms herein shall have the same meaning as defined in the Plan of
Merger; and
WHEREAS,
M3 has been merged into the Subsidiary, and the name of the Subsidiary has been
changed to M3 Lighting, Inc; and
WHEREAS,
EGPI, the Subsidiary, and Strategic Partners desire to amend the Plan of Merger
as hereinafter provided;
NOW,
THEREFORE, in consideration of the mutual covenants and premises contained
herein, and for other good and valuable consideration, the receipt and adequacy
of which are hereby conclusively acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
1. Amendment to the Plan of
Merger. Paragraph 13 (c) and (e) of the Plan of Merger are
hereby amended to read as follows:
(a) Paragraph
13(c) of the Plan of Merger is amended to read as follows:
“Energy
Producers will be “spun off” (the “Spin Off”), pursuant to applicable securities
laws to those persons who are the EGPI Stockholders immediately before the
Effective Date the Merger. It is anticipated that the Spin Off will
occur within two years from the Effective Date, unless the board of directors of
EGPI determines sooner. Before the Spin Off, all pursuits of Energy
Producers will have to be approved by the board of directors of EGPI and funded
by discretionary working capital or self funded on terms acceptable by EGPI and
Energy Producers. The existing staff of EGPI and Strategic Partners
will be available to assist Energy Producers in the development and pursuit of
these opportunities. At the time of the Spin Off, an amount of shares
totaling 75 percent of the issued and outstanding shares of the common stock of
Energy Producers following the Spin Off will be distributed to the EGPI
Stockholders immediately before the Effective Date in the same ratio of their
ownership of the EGPI Common Stock immediately before the Effective
Date. The remaining 25 percent of the common stock of Energy
Producers will continue to be owned by EGPI.”
(b) Paragraph
13(d) of the Plan of Merger is amended to read as follows:
“Upon
closure of any acquisition by M3, Strategic Partners shall execute, and which
will become effective, an Administrative Services Agreement with EGPI to perform
accounting/reporting and investor relations service, a copy of which is attached
hereto as Attachment D, with the assistance of the existing staff of
EGPI. The time used in pursuit of Energy Producers opportunities will
be accumulated and billed back upon successful closure at reasonable
and mutually agreed upon hourly rates.”
(c) Paragraph
13(e) of the Plan of Merger is amended to read as follows:
“If
within one year of the Effective Date, EGPI and M3 on a consolidated basis (less
the consolidated effects, if any, of Energy Producers) have not (i) generated at
least $850,000 in revenues, or (ii) acquired an entity or entities with at least
a combined $5,000,000 in revenues, the EGPI Stockholders on the day before the
Effective Date shall be issued shares of the EGPI Common Stock, equal to five
percent of the issued and outstanding shares of the EGPI Common Stock for every
$100,000 or fraction thereof that EGPI and M3 on a consolidated basis (less the
consolidated effects, if any, of Energy Producers) fail to (x) generate at least
$850,000 in revenues or (y) acquire an entity or entities with at least a
combined $5,000,000 in revenues. For example, if after one year
following the Effective Date, there are 30,000,000 shares of the EGPI Common
Stock issued and outstanding and EGPI and M3 on a consolidated basis (less the
consolidated effects, if any, of Energy Producers) have generated only $750,000
in revenues or acquired an entity or entities with only a combined $4,411,765 in
revenues, the EGPI Stockholders on the day before the Effective Date shall
receive 1,500,000 shares of the EGPI Common Stock.”
1
(d) Paragraph
14(i) of the Plan of Merger is amended to read as follows:
“M3,
within 71 days following the Effective Date, will furnish EGPI and the
Subsidiary an audited consolidated balance sheet of M3 as of December 31, 2007
and December 31, 2008, and the related consolidated statement of income and
retained earnings for the period covered thereby (the “Financial
Statement”). The Financial Statement (i) will be in accordance with
the books and records of M3; (ii) fairly present the financial condition of M3
at such date and the results of its operations for the period therein specified;
(iii) prepared in accordance with generally accepted accounting principles
applied upon a basis consistent with prior accounting periods; and (iv) with
respect to all contracts and commitments of M3, reflect adequate reserves for
all reasonably anticipated losses and costs in excess of anticipated
income. Specifically, but not by way of limitation, the Financial
Statement will disclose all of the debts, liabilities, and obligations of any
nature (whether absolute, accrued, contingent, or otherwise and whether due or
to become due) of M3 on the dates therein specified (except such debts,
liabilities, and obligations as are not required to be reflected therein in
accordance with generally accepted accounting principles).”
2. Ratification and
Republication. Except as amended by this Agreement, the
parties do hereby ratify and republish the Plan of Merger.
3. Benefit. All
the terms and provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto, and their respective
heirs, executors, administrators, personal representatives, successors and
permitted assigns.
4. Construction. Words
of any gender used in this Agreement shall be held and construed to include any
other gender, and words in the singular number shall be held to include the
plural, and vice versa, unless the context requires otherwise.
5. Multiple
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6. Entire
Agreement. This Agreement and the Plan of Merger contain the
entire understanding of the parties with respect to the subject matter hereof,
and may not be changed orally, but only by an instrument in writing signed by
the party against whom enforcement of any waiver, change, modification,
extension, or discharge is sought.
IN
WITNESS WHEREOF, this Agreement has been executed in multiple counterparts on
June ___, 2009.
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By
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Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
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M3
LIGHTING, INC.
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By
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Xxxxxx X. Xxxxxx, Xx., Chief Executive Officer
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STRATEGIC
PARTNERS CONSULTING, L.L.C.
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By
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Xxxxx X. Xxx, Managing
Member
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