EXHIBIT 2.0
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AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") dated this
4th day of June, 2001, by and among INTERNET CAPITAL VENTURES &
ASSOC., INC., a Delaware corporation ("ICVA"), DOTCOM INTERNET
VENTURES, LTD., a Delaware corporation ("DCIV"), OMNICAST MEDIA
GROUP CORPORATION, a Delaware corporation ("OMGC"), and the
shareholders of OMGC listed on Exhibit A attached hereto (the "OMGC
Shareholders").
WHEREAS, ICVA has registered its common stock under Section 12(g) of
the Securities Exchange Act of 1934, as amended;
WHEREAS, ICVA wishes to acquire all of the issued and outstanding
shares of common stock of OMGC from the OMGC Shareholders in
exchange for shares of IVCA, in a transaction intended to qualify as
a tax-free reorganization pursuant to 26 U.S.C. section 368;
WHEREAS, DCIV is the holder of 5,000,000 shares of ICVA,
representing all of the issued and outstanding shares of ICVA;
NOW, THEREFORE, the parties hereby adopt this plan of reorganization
and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. The OMGC Shareholders hereby assigns,
conveys and transfers to ICVA at the Closing (defined below)
3,025,000 shares of common stock of OMGC, being all of the issued
and outstanding common stock of OMGC, in exchange for an 4,550,000
shares of common stock of ICVA.
1.2. EXCHANGE OF CERTIFICATES. At the Closing, DCIV shall
surrender to ICVA for cancellation certificate(s) representing
4,550,000 shares of common stock in ICVA. The cancellation of ICVA
shares by DCIV shall be effected by the delivery to OMGC at the
Closing certificates representing the shares to be cancelled in
blank or accompanied by stock powers executed in blank.
1.3. FRACTIONAL SHARES. Fractional shares of ICVA common stock
shall not be issued, but in lieu thereof ICVA shall round up
fractional shares to the next highest whole number.
1.4 [INTENTIONALLY OMITTED]
1.5 RECONSTITUTION OF BOARD OF DIRECTORS. At Closing, the existing
shareholders of ICVA shall elect Xxxx Xxxxxxxxx, Xxxx Xxxxxx and
Xxxxx Xxxxxxx to the Board of Directors and thereafter Xxxxxxx Xxx
shall resign as a director of ICVA.
2. CLOSING.
2.1. DATE AND PLACE. The Closing contemplated herein shall be held
at such date and time that the parties mutually agree after all
conditions to Closing have been satisfied, but in no event later
than fifteen days after the date of this Agreement. All proceedings
to be taken and all documents to be executed at the Closing shall be
deemed to have been taken, delivered and executed simultaneously,
and no proceeding shall be deemed taken nor documents deemed
executed or delivered until all have been taken, delivered and
executed. The date of Closing may be accelerated or extended by
agreement of the parties.
2.2. EXECUTION OF DOCUMENTS. Any copy, facsimile telecommunication
or other reliable reproduction of the writing or transmission
required by this Agreement or any signature required thereon may be
used in lieu of an original writing or transmission or signature for
any and all purposes for which the original could be used, provided
that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or
transmission or original signature.
3. UNEXCHANGED CERTIFICATES. Until surrendered, each
outstanding certificate that prior to the Closing represented OMGC
common stock shall be deemed for all purposes, other than the
payment of dividends or other distributions, to evidence ownership
of the number of shares of ICVA common stock into which it was
converted. No dividend or other distribution shall be paid to the
holders of certificates of OMGC common stock until presented for
exchange for ICVA shares at which time any outstanding dividends or
other distributions shall be paid.
4. REPRESENTATIONS AND WARRANTIES OF ICVA
ICVA represents and warrants as follows:
4.1. CORPORATE ORGANIZATION AND GOOD STANDING. ICVA is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware, and is qualified to do
business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.
4.2. REPORTING COMPANY STATUS. ICVA has filed with the Securities
and Exchange Commission a registration statement on Form 10-SB that
became effective pursuant to the Securities Exchange Act of 1934 and
is a reporting company pursuant to Section (g) thereunder. ICVA
received no comment letters from the Securities and Exchange
Commission relating to its Form 10-SB, and became a reporting
company by operation of law on November 4, 2000.
4.3. REPORTING COMPANY FILINGS. ICVA has timely filed and is
current on all reports required to be filed by it pursuant to
Sections 13 and 15 of the Securities Exchange Act of 1934.
4.4. CAPITALIZATION. ICVA's authorized capital stock consists of
100,000,000 shares of Common Stock, $0.0001 par value, of which
5,000,000 shares are issued and outstanding, and 20,000,000 shares
of non-designated preferred stock, of which no shares are designated
or issued.
4.5. ISSUED STOCK. All the outstanding shares of its Common Stock
are duly authorized and validly issued, fully paid and non-assessable.
4.6. STOCK RIGHTS. Except as set out by attached schedule, there
are no stock grants, options, rights, warrants or other rights to
purchase or obtain ICVA Common or Preferred Stock issued or
committed to be issued.
4.7. CORPORATE AUTHORITY. ICVA has all requisite corporate power
and authority to own, operate and lease its properties, to carry on
its business as it is now being conducted and to execute, deliver,
perform and conclude the transactions contemplated by this Agreement
and all other agreements and instruments related to this Agreement.
4.8. AUTHORIZATION. Execution of this Agreement has been duly
authorized and approved by ICVA's board of directors.
4.9. SUBSIDIARIES. ICVA has no subsidiaries.
4.10. FINANCIAL STATEMENTS. ICVA's financial statements dated
December 31, 2000, copies of which are filed with the SEC with
ICVA's Form 10-KSB on March 19, 2001 (the "ICVA Financial
Statements"), fairly present the financial condition of ICVA as of
the date therein and the results of its operations for the periods
then ended in conformity with generally accepted accounting
principles consistently applied.
4.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent
reflected or reserved against in the ICVA Financial Statements, ICVA
did not have at that date any liabilities or obligations (secured,
unsecured, contingent, or otherwise) of a nature customarily
reflected in a corporate balance sheet prepared in accordance with
generally accepted accounting principles.
4.12. NO MATERIAL CHANGES. Except as set out by attached schedule,
there has been no material adverse change in the business,
properties, or financial condition of ICVA since the date of the
ICVA Financial Statements.
4.13. LITIGATION. Except as set out by attached schedule, there is
not, to the knowledge of ICVA, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against ICVA or against
any of its officers.
4.14. CONTRACTS. Except as set out by attached schedule, ICVA is
not a party to any material contract not in the ordinary course of
business that is to be performed in whole or in part at or after the
date of this Agreement.
4.15. TITLE. Except as set out by attached schedule, ICVA has good
and marketable title to all the real property and good and valid
title to all other property included in the ICVA Financial
Statements. Except as set out in the balance sheet thereof, the
properties of ICVA are not subject to any mortgage, encumbrance, or
lien of any kind except minor encumbrances that do not materially
interfere with the use of the property in the conduct of the
business of ICVA.
4.16. TAX RETURNS. Except as set out by attached schedule, all
required tax returns for federal, state, county, municipal, local,
foreign and other taxes and assessments have been properly prepared
and filed by ICVA for all years for which such returns are due and
no extension for filing any such return has been filed. Any and all
federal, state, county, municipal, local, foreign and other taxes
and assessments, including any and all interest, penalties and
additions imposed with respect to such amounts have been paid or
provided for. The provisions for federal and state taxes reflected
in the ICVA Financial Statements are adequate to cover any such
taxes that may be assessed against ICVA in respect of its business
and its operations during the periods covered by the ICVA Financial
Statements and all prior periods.
4.17. NO VIOLATION. Consummation of the Merger will not constitute
or result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order,
judgment, decree, law, or regulation to which any property of ICVA
is subject or by which ICVA is bound.
4.18. REPRESENTATIONS RELATING TO PURCHASE OF OMGC STOCK. ICVA
represents and warrants that:
a. Disclosure; Access to Information. ICVA has received all
documents, records, books and other information pertaining to ICVA's
investment in OMGC that have been requested by ICVA, and which ICVA
needs in order to make a decision to purchase common stock from OMGC
pursuant to this Agreement.
b. Manner of Sale. At no time was ICVA presented with or
solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation
or advertising.
c. Affiliate. ICVA is not an officer, director or "affiliate"
(as that term is defined in Rule 405 of the Securities Act) of OMGC.
d. Intent. ICVA is entering into this Agreement for its own
account and not with a view to or for sale in connection with any
distribution of the OMGC common stock. ICVA has no present
arrangement (whether or not legally binding) at any time to sell the
OMGC common stock to or through any person or entity; provided,
however, that by making the representations herein, ICVA does not
agree to hold such securities for any minimum or other specific term
and reserves the right to dispose of the OMGC common stock at any
time in accordance with federal and state securities laws applicable
to such disposition.
e. Sophisticated Investor. ICVA is a sophisticated investor (as
described in Rule 506(b)(2)(ii) of Regulation D) and an accredited
investor (as defined in Rule 501 of Regulation D), and has such
experience in business and financial matters that it has the
capacity to protect its own interests in connection with this
transaction and is capable of evaluating the merits and risks of an
investment in the OMGC common stock. ICVA has been represented by
counsel of its choice. ICVA acknowledges that an investment in the
OMGC common stock is speculative and involves a high degree of risk.
f. Restrictions on Resale. ICVA (i) understands and acknowledges
that the issuance of the shares of OMGC common stock has not been
registered under the Securities Act of 1933, nor under the
securities laws of any state, nor under the laws of any other
country; (ii) recognizes that no public agency has passed upon the
accuracy or adequacy of any information provided to ICVA or the
fairness of the terms of this offering; (iii) recognizes that the
securities will bear a restrictive legend and be subject to stop
transfer instructions; and (iv) agrees not to sell such securities
without registering such sale under the Securities Act of 1933 and
any applicable state securities laws unless exemptions from such
registration requirements are available with respect to any such
sales.
5. REPRESENTATIONS AND WARRANTIES OF DCIV
DCIV, individually and separately, represent and warrant as follows:
5.1. TITLE TO SHARES. DCIV is the owner, free and clear of any
liens and encumbrances, of 5,000,000 shares of common stock of ICVA
shares.
5.2. LITIGATION. There is no litigation or proceeding pending, or
to DCIV's knowledge threatened, against or relating to shares of
ICVA held by DCIV.
5.3 ICVA REPRESENTATIONS. All of the representations and
warranties of ICVA herein are true and correct.
6. REPRESENTATIONS AND WARRANTIES OF OMGC
The OMGC represents and warrants as follows:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. OMGC is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware and is qualified to do
business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.
6.2. CAPITALIZATION. OMGC's authorized capital stock consists of
10,000,000 shares of Common Stock, $.001 par value, of which
3,025,000 shares are issued and outstanding.
6.3. ISSUED STOCK. All the outstanding shares of its Common Stock
are duly authorized and validly issued, fully paid and non-assessable.
6.4. STOCK RIGHTS. Except as set out by attached schedule Exhibit
B ("GenEx Agreement"), there are no stock grants, options, rights,
warrants or other rights to purchase or obtain OMGC Common Stock
issued or committed to be issued.
6.5. CORPORATE AUTHORITY. OMGC has all requisite corporate power
and authority to own, operate and lease its properties, to carry on
its business as it is now being conducted and to execute, deliver,
perform and conclude the transactions contemplated by this Agreement
and all other agreements and instruments related to this Agreement.
6.6. AUTHORIZATION. Execution of this Agreement has been duly
authorized and approved by OMGC's board of directors.
6.7. SUBSIDIARIES. Except as set out by attached schedule, OMGC
has no subsidiaries.
6.8. FINANCIAL STATEMENTS. OMGC has assets of $10,156 cash which
have been contributed as capital by the OMGC Shareholders (the "OMGC
Financial Statements"), which is a fair summary of fairly present
the financial condition of OMGC as of May 31, 2001 and the results
of its operations for the periods then ended in conformity with
generally accepted accounting principles consistently applied.
6.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent
reflected or reserved against in the OMGC Financial Statements, OMGC
did not have at that date any liabilities or obligations (secured,
unsecured, contingent, or otherwise) of a nature customarily
reflected in a corporate balance sheet prepared in accordance with
generally accepted accounting principles.
6.10. NO MATERIAL CHANGES. Except as set out by attached schedule,
there has been no material adverse change in the business,
properties, or financial condition of OMGC since the date of the
OMGC Financial Statements.
6.11. LITIGATION. Except as set out by attached schedule, there is
not, to the knowledge of OMGC, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against OMGC or against
any of its officers.
6.12. CONTRACTS. Except as set out by attached schedule, OMGC is
not a party to any material contract not in the ordinary course of
business that is to be performed in whole or in part at or after the
date of this Agreement.
6.13. TITLE. Except as set out by attached schedule, OMGC has good
and marketable title to all the real property and good and valid
title to all other property included in the OMGC Financial
Statements. Except as set out in the balance sheet thereof, the
properties of OMGC are not subject to any mortgage, encumbrance, or
lien of any kind except minor encumbrances that do not materially
interfere with the use of the property in the conduct of the
business of OMGC.
6.14. TAX RETURNS. Except as set out by attached schedule, all
required tax returns for federal, state, county, municipal, local,
foreign and other taxes and assessments have been properly prepared
and filed by OMGC for all years for which such returns are due
unless an extension for filing any such return has been filed. Any
and all federal, state, county, municipal, local, foreign and other
taxes and assessments, including any and all interest, penalties and
additions imposed with respect to such amounts have been paid or
provided for. The provisions for federal and state taxes reflected
in the OMGC Financial Statements are adequate to cover any such
taxes that may be assessed against OMGC in respect of its business
and its operations during the periods covered by the OMGC Financial
Statements and all prior periods
6.15. NO VIOLATION. Consummation of the Merger will not constitute
or result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order,
judgment, decree, law, or regulation to which any property of OMGC
is subject or by which OMGC is bound.
7. CONDUCT OF ICVA PENDING THE MERGER DATE. ICVA covenants that
between the date of this Agreement and the Merger Date:
7.1. No change will be made in ICVA's articles of incorporation or
bylaws.
7.2. ICVA will not make any change in its authorized or issued
capital stock, declare or pay any dividend or other distribution or
issue, encumber, purchase, or otherwise acquire any of its capital
stock other than as provided herein.
7.3. ICVA will use its best efforts to maintain and preserve its
business organization, employee relationships, and goodwill intact,
and will not enter into any material commitment except in the
ordinary course of business.
8. CONDUCT PENDING THE CLOSING
OMGC, ICVA and DCIV covenant that between the date of this Agreement
and the Closing as to each of them:
8.1. No change will be made in the charter documents, by-laws, or
other corporate documents of OMGC or ICVA.
8.2. ICVA and OMGC will use their best efforts to maintain and
preserve their business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
8.3. DCIV will not sell, transfer, assign, hypothecate, lien, or
otherwise dispose or encumber the ICVA shares of common stock owned
by it.
9. CONDITIONS PRECEDENT TO OBLIGATION OF ICVA AND DCIV
ICVA's and DCIV's obligation to consummate this exchange shall be
subject to fulfillment on or before the Closing of each of the
following conditions, unless waived in writing by ICVA or DCIV as
appropriate:
9.1. OMGC'S REPRESENTATIONS AND WARRANTIES. The representations
and warranties of OMGC set forth herein shall be true and correct at
the Closing as though made at and as of that date, except as
affected by transactions contemplated hereby.
9.2. OMGC'S COVENANTS. OMGC shall have performed all covenants
required by this Agreement to be performed by it on or before the
Closing.
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been
approved by the Board of Directors of OMGC.
9.4. SUPPORTING DOCUMENTS OF OMGC. OMGC shall have delivered to
ICVA and DCIV supporting documents in form and substance reasonably
satisfactory to ICVA and DCIV, to the effect that:
(a) OMGC is a corporation duly organized, validly existing, and in
good standing;
(b) OMGC's authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors
of OMGC authorizing the execution of this Agreement and the
consummation hereof;
(d) Secretary's certificate of incumbency of the officers and
directors of OMGC;
(e) OMGC's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy
the conditions, representations and warranties enumerated elsewhere
herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF OMGC
OMGC's obligation to consummate this merger shall be subject to
fulfillment on or before the Closing of each of the following
conditions, unless waived in writing by OMGC:
10.1. ICVA'S AND DCIV'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of ICVA and DCIV set forth herein
shall be true and correct at the Closing as though made at and as of
that date, except as affected by transactions contemplated hereby.
10.2. ICVA'S AND DCIV'S COVENANTS. ICVA and DCIV shall have
performed all covenants required by this Agreement to be performed
by them on or before the Closing.
10.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been
approved by the Board of Directors of ICVA and DCIV.
10.4. SHAREHOLDER EXECUTION. This Agreement shall have been
executed by DCIV.
10.5. SUPPORTING DOCUMENTS OF ICVA. ICVA shall have delivered to
OMGC supporting documents in form and substance reasonably
satisfactory to the OMGC Shareholders and OMGC, to the effect that:
(a) ICVA is a corporation duly organized, validly existing, and in
good standing;
(b) ICVA's capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors
of ICVA authorizing the execution of this Agreement and the
consummation hereof;
(d) Secretary's certificate of incumbency of the officers and
directors of ICVA;
(e) ICVA's Financial Statements and unaudited financial statements
for the period from the date of the ICVA's Financial Statements to
the close of the most recent fiscal quarter; and
(f) Any document as may be specified herein or required to satisfy
the conditions, representations and warranties enumerated elsewhere
herein.
11. [INTENTIONALLY OMITTED]
12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of ICVA, DCIV and OMGC set out herein
shall survive the Closing.
13. ARBITRATION
13.1. SCOPE. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief)
whether existing now, in the past or in the future as to which the
parties or any affiliates may be adverse parties, and whether
arising out of this Agreement or from any other cause, will be
resolved by arbitration before the American Arbitration Association.
13.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties
hereby irrevocably consent to the jurisdiction of the American
Arbitration Association and the situs of the arbitration (and any
requests for injunctive or other equitable relief) within
Philadelphia, Pennsylvania. Any award in arbitration may be entered
in any domestic or foreign court having jurisdiction over the
enforcement of such awards.
13.3. APPLICABLE LAW. The law applicable to the arbitration and
this Agreement shall be that of the State of Delaware, determined
without regard to its provisions which would otherwise apply to a
question of conflict of laws.
13.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and
discovery in regard to any matters which are the subject of the
arbitration and to compel compliance with such disclosure and
discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the
Federal Rules of Civil Procedure, as they then exist, as may be
modified by the arbitrator consistent with the desire to simplify
the conduct and minimize the expense of the arbitration.
13.5. RULES OF LAW. Regardless of any practices of arbitration to
the contrary, the arbitrator will apply the rules of contract and
other law of the jurisdiction whose law applies to the arbitration
so that the decision of the arbitrator will be, as much as possible,
the same as if the dispute had been determined by a court of
competent jurisdiction.
13.6. FINALITY AND FEES. Any award or decision by the American
Arbitration Association shall be final, binding and non-appealable
except as to errors of law or the failure of the arbitrator to
adhere to the arbitration provisions contained in this Agreement.
Each party to the arbitration shall pay its own costs and counsel
fees except as specifically provided otherwise in this Agreement.
13.7. MEASURE OF DAMAGES. In any adverse action, the parties shall
restrict themselves to claims for compensatory damages and\or
securities issued or to be issued and no claims shall be made by any
party or affiliate for lost profits, punitive or multiple damages.
13.8. COVENANT NOT TO XXX. The parties covenant that under no
conditions will any party or any affiliate file any action against
the other (except only requests for injunctive or other equitable
relief) in any forum other than before the American Arbitration
Association, and the parties agree that any such action, if filed,
shall be dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the
prevailing party.
13.9. INTENTION. It is the intention of the parties and their
affiliates that all disputes of any nature between them, whenever
arising, whether in regard to this Agreement or any other matter,
from whatever cause, based on whatever law, rule or regulation,
whether statutory or common law, and however characterized, be
decided by arbitration as provided herein and that no party or
affiliate be required to litigate in any other forum any disputes or
other matters except for requests for injunctive or equitable
relief. This Agreement shall be interpreted in conformance with
this stated intent of the parties and their affiliates.
13.10. SURVIVAL. The provisions for arbitration contained herein
shall survive the termination of this Agreement for any reason.
14. CLOSING.
14.1 DELIVERY OF CONSIDERATION. At or before Closing, DCIV shall
deliver 4,550,000 shares of common stock of ICVA to Xxxx Xxxxxxxxx,
Esq. (the "Escrow Agent"), and OMGC shall deliver 3,025,000 shares
of common stock of OMGC issued in the name of the OMGC Shareholders
to the Escrow Agent. At Closing, the Escrow Agent shall deliver (a)
3,025,000 shares of ICVA to the OMGC Shareholders pursuant to
Section 1.1 herein, (b) 1,525,000 shares of ICVA to the Treasury of
ICVA as fully paid non-assessable Treasury shares, (c) 3,025,000
shares of OMGC to ICVA, and (d) 4,550,000 shares of ICVA issued in
the name of DCIV to ICVA for cancellation pursuant to Section 1.2
herein.
15. GENERAL PROVISIONS.
15.1. FURTHER ASSURANCES. From time to time, each party will
execute such additional instruments and take such actions as may be
reasonably required to carry out the intent and purposes of this
Agreement.
15.2. WAIVER. Any failure on the part of either party hereto to
comply with any of its obligations, agreements, or conditions
hereunder may be waived in writing by the party to whom such
compliance is owed.
15.3. BROKERS. Each party agrees to indemnify and hold harmless the
other party against any fee, loss, or expense arising out of claims
by brokers or finders employed or alleged to have been employed by
the indemnifying party.
15.4. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class certified mail, return receipt
requested, or recognized commercial courier service, as follows:
If to OMGC, to:
Omnicast Media Group Corporation
0000 Xxxx Xxxxxxxxx Xxxx.
Xxxxxxxxx Xxxxx, XX 00000
Attn: Xxxx Xxxxxxxxx
If to ICVA, to:
Internet Capital Ventures & Assoc., Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxxx Xxx
If to DCIV, to:
Dotcom Internet Ventures Ltd.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxxx Xxx
15.5. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of
Delaware.
15.6. ASSIGNMENT. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their successors and
assigns; provided, however, that any assignment by either party of
its rights under this Agreement without the written consent of the
other party shall be void.
15.7. COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument. Signatures sent by facsimile transmission shall be
deemed to be evidence of the original execution thereof.
15.8. REVIEW OF AGREEMENT. Each party acknowledges that it has had
time to review this Agreement and, as desired, consult with counsel.
In the interpretation of this Agreement, no adverse presumption
shall be made against any party on the basis that it has prepared,
or participated in the preparation of, this Agreement.
15.9. SCHEDULES. All schedules attached hereto, if any, shall be
acknowledged by each party by signature or initials thereon.
15.10. EFFECTIVE DATE. This effective date of this Agreement shall
be June 4, 2001.
IN WITNESS WHEREOF, the parties have executed this Agreement.
OMNICAST MEDIA GROUP CORPORATION
/s/ XXXX XXXXXXXXX
------------------------------------
By: Xxxx Xxxxxxxxx
Its: President
INTERNET CAPITAL VENTURES & ASSOC., INC.
/s/ XXXXXXX XXX
------------------------------------
By: Xxxxxxx Xxx
Its: President
DOTCOM INTERNET VENTURES LTD.
/s/ XXXXXXX XXX
------------------------------------
By: Xxxxxxx Xxx
Its: President
EXHIBIT A
SHAREHOLDERS # OF SHARES SIGNATURES
----------------- ----------- -------------------
Xxxx Xxxxxxxxx 1,500,000 /s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxx 1,505,000 /s/ Xxxx Xxxxxx
Xxxxx Xxxxxxx 20,000 /s/ Xxxxx Xxxxxxx
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Total: 3,025,000
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EXHIBIT B
GenEx Agreement Attached
