SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT is made this 14th day of July 1999, by and
between Copper Capital Corp., a Colorado corporation ("Copper"), MPEG Super
Site, Inc., a Nevada corporation ("MPEG"), Kunimitsu Misawa, Xxxxxx X. Xxxx,
Xxxxxxx Xxxxxx-Xxxxxx, Xxxxxx XxXxxx, Xxxxx X. Xxxxxxxx, and Xxxxxxxx X. Xxxxx
("Shareholders").
WHEREAS, Copper desires to acquire all of the issued and outstanding
shares of common stock of MPEG in exchange for an aggregate of 7,000,000
authorized but unissued restricted shares of the common stock, no par value,
of Copper (the "Common Stock") the "Exchange Offer"); and
WHEREAS, MPEG desires to assist Copper in a business combination which
will result in the shareholders of MPEG owning approximately 66-2/3% of the
then issued and outstanding shares of Copper's Common Stock, and Copper
holding 100% of the issued and outstanding shares of MPEG's common stock; and
WHEREAS, the share exchange contemplated hereby will result in the MPEG
shareholders tendering all of the outstanding common stock of MPEG to Copper
in exchange solely for the Common Stock and no other consideration, which the
parties hereto intend to treat as a reorganization under I.R.C. Section
368(a)(1)(B).
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE 1
EXCHANGE OF SECURITIES
1.1 Issuance of Shares. Subject to all of the terms and conditions of
this Agreement, Copper agrees to offer one share of Common Stock for each
share of MPEG common stock issued and outstanding, or a total of 7,000,000
shares of Copper's Common Stock. The Common Stock will be issued directly to
the shareholders of MPEG on the Closing, in the amounts set forth on Schedule
1, which is attached hereto and incorporated herein by reference.
1.2 Exemption from Registration. The parties hereto intend that the
Common Stock to be issued by Copper to MPEG shareholders shall be exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Act"), pursuant to Section 4(2) of the Act and the rules and regulations
promulgated thereunder.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF MPEG
Except as disclosed in Schedule 2 which is attached hereto and
incorporated herein by reference, MPEG hereby represents and warrants to
Copper that:
2.1 Organization. MPEG is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own its properties and to carry on its business as now
owned and operated by it, and is duly qualified to do business and is in good
standing in each of the jurisdictions where its business requires
qualification.
2.2 Capital. The authorized capital stock of MPEG consists of
50,000,000 shares of Common Stock, of which 7,000,000 are currently issued and
outstanding, and 10,000,000 shares of Preferred Stock, of which none are
issued and outstanding. All of the issued and outstanding shares of MPEG are
duly authorized, validly issued, fully paid, and nonassessable. There are no
outstanding subscriptions, options, rights, warrants, debentures, instruments,
convertible securities, or other agreements or commitments obligating MPEG to
issue or to transfer from treasury any additional shares of its capital stock
of any class.
2.3 Subsidiaries. MPEG does not have any subsidiaries or own any
interest in any other enterprise (whether or not such enterprise is a
corporation).
2.4 Directors and Officers. Schedule 2 contains the names and titles of
all directors and officers of MPEG as of the date of this Agreement.
2.5 Financial Statements. MPEG has delivered to Copper its audited
balance sheet as of June 30, 1999, and operating statement covering the period
from inception through June 30, 1999 (the "Financial Statements"). The
Financial Statements are complete and correct in all material respects and
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods indicated. The Financial
Statements accurately set out and describe the financial condition of MPEG as
of June 30, 1999.
2.6 Absence of Changes. Since June 30, 1999, except for changes in the
ordinary course of business which have not in the aggregate been materially
adverse, to the best of MPEG's knowledge, MPEG has conducted its business only
in the ordinary course and has not experienced or suffered any material
adverse change in the condition (financial or otherwise), results of
operations, properties, business or prospects of MPEG or waived or surrendered
any claim or right of material value.
2.7 Absence of Undisclosed Liabilities. Neither MPEG nor any of its
properties or assets are subject to any material liabilities or obligations of
any nature, whether absolute, accrued, contingent or otherwise and whether due
or to become due, that are not reflected in the financial statements presented
to Copper or have otherwise been disclosed to Copper.
2.8 Tax Returns. Within the times and in the manner prescribed by law,
MPEG has filed all federal, state and local tax returns required by law, or
has filed extensions which have not yet expired, and has paid all taxes,
assessments and penalties due and payable.
2.9 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, Copper
and/or its attorneys shall have the opportunity to meet with accountants and
attorneys to discuss the financial condition of MPEG. MPEG shall make
available to Copper and/or its attorneys all books and records of MPEG.
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2.10 Trade Names and Rights. MPEG does not use any trademark, service
xxxx, trade name, or copyright in its business, or own any trademarks,
trademark registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications.
2.11 Compliance with Laws. MPEG has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and
regulations (including, without limitation, any applicable building, zoning or
other law, ordinance or regulation) affecting its properties or the operation
of its business, except for matters which would not have a material affect on
MPEG or its properties.
2.12 Litigation. MPEG is not a party to any suit, action, arbitration
or legal, administrative or other proceeding, or governmental investigation
pending or, to the best knowledge of MPEG, threatened against or affecting
MPEG or its business, assets or financial condition, except for matters which
would not have a material affect on MPEG or its properties. MPEG is not in
default with respect to any order, writ, injunction or decree of any federal,
state, local or foreign court, department, agency or instrumentality
applicable to it. MPEG is not engaged in any lawsuit to recover any material
amount of monies due to it.
2.13 Authority. MPEG has full corporate power and authority to enter
into this Agreement. The board of directors of MPEG has taken all action
required to authorize the execution and delivery of this Agreement by or on
behalf of MPEG and the performance of the obligations of MPEG under this
Agreement. No other corporate proceedings on the part of MPEG are necessary
to authorize the execution and delivery of this Agreement by MPEG in the
performance of its obligations under this Agreement. This Agreement is, when
executed and delivered by MPEG, and will be a valid and binding agreement of
MPEG, enforceable against MPEG in accordance with its terms, except as such
enforceability may be limited by general principles of equity, bankruptcy,
insolvency, moratorium and similar laws relating to creditors' rights
generally.
2.14 Ability to Carry Out Obligations. Neither the execution and
delivery of this Agreement, the performance by MPEG of its obligations under
this Agreement, nor the consummation of the transactions contemplated under
this Agreement will to the best of MPEG's knowledge: (a) materially violate
any provision of MPEG's articles of incorporation or bylaws; (b) with or
without the giving of notice or the passage of time, or both, violate, or be
in conflict with, or constitute a material default under, or cause or permit
the termination or the acceleration of the maturity of, any debt, contract,
agreement or obligation of MPEG, or require the payment of any prepayment or
other penalties; (c) require notice to, or the consent of, any party to any
agreement or commitment, lease or license, to which MPEG is bound; (d) result
in the creation or imposition of any security interest, lien, or other
encumbrance upon any material property or assets of MPEG; or (e) violate any
statute or law or any judgment, decree, order, regulation or rule of any court
or governmental authority to which MPEG is bound or subject.
2.15 Full Disclosure. None of the representations and warranties made
by MPEG herein, or in any schedule, exhibit or certificate furnished or to be
furnished in connection with this Agreement by MPEG, or on its behalf,
contains or will contain any untrue statement of material fact.
2.16 Assets. MPEG has good and marketable title to all of its tangible
properties and such tangible properties are not subject to any material liens
or encumbrances.
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2.17 Material Contracts and Obligations. Attached hereto on Schedule 2
is a list of all agreements, contracts, indebtedness, liabilities and other
obligations to which MPEG is a party or by which it is bound that are material
to the conduct and operations of its business and properties, which provide
for payments to or by the Company in excess of $10,000; or which involve
transactions or proposed transactions between the Company and its officers and
directors. Copies of such agreements and contracts and documentation
evidencing such liabilities and other obligations have been made available for
inspection by Copper and its counsel. All of such agreements and contracts
are valid, binding and in full force and effect in all material respects,
assuming due execution by the other parties to such agreements and contracts.
2.18 Consents and Approvals. No consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by MPEG in connection with: (a)
the execution and delivery by MPEG of this Agreement; (b) the performance by
MPEG of its obligations under this Agreement; or (c) the consummation by MPEG
of the transactions contemplated under this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF COPPER
Except as disclosed in Schedule 3 which is attached hereto and
incorporated herein by reference, Copper represents and warrants to MPEG that:
3.1 Organization. Copper is a corporation duly organized, valid
existing, and in good standing under the laws of Colorado, has all necessary
corporate powers to own properties and to carry on business, and it is not now
conducting any business, except to the extent to which the effecting of the
transaction contemplated by this Agreement constitutes doing business.
3.2 Capitalization. The authorized capital stock of Copper consists of
100,000,000 shares of no par value Common Stock of which 2,000,000 shares of
Common Stock are currently issued and outstanding, and 5,000,000 shares of
Preferred Stock of which none are issued and outstanding. All of the issued
and outstanding shares of Common Stock are duly authorized, validly issued,
fully paid and nonassessable. There are no outstanding subscriptions,
options, rights, warrants, convertible securities, or other agreements or
commitments obligating Copper to issue or to transfer from treasury any
additional shares of its capital stock of any class. Prior to the Closing,
current shareholders of Copper will approve a 2.5 for 1 forward split which
will increase the number of shares issued and outstanding to 5,000,000.
3.3 Subsidiaries. Copper does not presently have any subsidiaries or
own any interest in any other enterprise (whether or not such enterprise is a
corporation).
3.4 Directors and Officers. Schedule 3 contains the names and titles of
all directors and officers of Copper as of the date of this Agreement.
3.5 Financial Statements. Copper has delivered to MPEG its audited
balance sheet and statements of operations and cash flows as of and for the
period ended December 31, 1998, and its unaudited balance sheet and statements
of operations for the three months ended March 31, 1999 (the "Financial
Statements"). The Financial Statements are complete and correct in all
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material respects and have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
indicated. The Financial Statements accurately set out and describe the
financial condition and operating results of the Company as of the dates, and
for the periods, indicated therein. The current liabilities of Copper are set
forth on Schedule 2. As of the Closing, the total liabilities of Copper shall
be zero.
3.6 Absence of Changes. Since March 31, 1999, except for changes in the
ordinary course of business which have not in the aggregate been materially
adverse, to the best of Copper's knowledge, Copper has not experienced or
suffered any material adverse change in its condition (financial or
otherwise), results of operations, properties, business or prospects or waived
or surrendered any claim or right of material value.
3.7 Absence of Undisclosed Liabilities. To the best of Copper's
knowledge, neither Copper nor any of its properties or assets are subject to
any liabilities or obligations of any nature, whether absolute, accrued,
contingent or otherwise and whether due or to become due, that are not
reflected in the financial statements presented to MPEG.
3.8 Tax Returns. Within the times and in the manner prescribed by law,
Copper has filed all federal, state and local tax returns required by law and
has paid all taxes, assessments and penalties due and payable.
3.9 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, MPEG
shall have the opportunity to meet with Copper's accountants and attorneys to
discuss the financial condition of Copper. Copper shall make available to
MPEG all books and records of Copper.
3.10 Trade Names and Rights. Copper does not use any trademark, service
xxxx, trade name, or copyright in its business, or own any trademarks,
trademark registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications.
3.11 Compliance with Laws. To the best of Copper's knowledge, Copper
has complied with, and is not in violation of, applicable federal, state or
local statutes, laws and regulations (including, without limitation, any
applicable building, zoning, or other law, ordinance, or regulation) affecting
its properties or the operation of its business.
3.12 Litigation. Copper is not a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or governmental
investigation pending or, to the best knowledge of Copper, threatened against
or affecting Copper or its business, assets, or financial condition. Copper
is not in default with respect to any order, writ, injunction, or decree of
any federal, state, local, or foreign court, department agency, or
instrumentality. Copper is not engaged in any legal action to recover moneys
due to it.
3.13 No Prior or Pending Investigation. Copper is not aware of any
prior or pending investigations or legal proceedings by the SEC, any state
securities regulatory agency, or any other governmental agency regarding
Copper.
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3.14 Authority. Copper has full corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated by this
Agreement. The Board of Directors of Copper has taken all action required to
authorize the execution and delivery of this Agreement by or on behalf of
Copper, the performance of the obligations of Copper under this Agreement and
the consummation by Copper of the transactions contemplated under this
Agreement. No other corporate proceedings on the part of Copper are necessary
to authorize the execution and delivery of this Agreement by Copper in the
performance of its obligations under this Agreement. This Agreement is, and
when executed and delivered by Copper, will be a valid and binding agreement
of Copper, enforceable against Copper in accordance with its terms, except as
such enforceability may be limited by general principles of equity,
bankruptcy, insolvency, moratorium and similar laws relating to creditors
rights generally.
3.15 Ability to Carry Out Obligations. Neither the execution and
delivery of this Agreement, the performance by Copper of its obligations under
this Agreement, nor the consummation of the transactions contemplated under
this Agreement will, to the best of Copper's knowledge: (a) violate any
provision of Copper's articles of incorporation or bylaws; (b) with or without
the giving of notice or the passage of time, or both, violate, or be in
conflict with, or constitute a default under, or cause or permit the
termination or the acceleration of the maturity of, any debt, contract,
agreement or obligation of Copper, or require the payment of any prepayment or
other penalties; (c) require notice to, or the consent of, any party to any
agreement or commitment, lease or license, to which Copper is bound; (d)
result in the creation or imposition of any security interest, lien or other
encumbrance upon any property or assets of Copper; or (e) violate any statute
or law or any judgment, decree, order, regulation or rule of any court or
governmental authority to which Copper is bound or subject.
3.16 Validity of Copper Shares. The shares of Copper Common Stock to be
delivered pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable.
3.17 Full Disclosure. None of the representations and warranties made
by Copper herein, or in any exhibit, certificate or memorandum furnished or to
be furnished by Copper, or on its behalf, contains or will contain any untrue
statement of material fact, or omit any material fact the omission of which
would be misleading.
3.18 Assets. Copper does not have any assets.
3.19 Material Contracts and Obligations. Copper has no material
contracts to which it is a party or by which it is bound.
3.20 Consents and Approvals. No consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by Copper in connection with: (a)
the execution and delivery by Copper of its obligations under this Agreement;
(b) the performance by Copper of its obligations under this Agreement; or (c)
the consummation by Copper of the transactions contemplated by this Agreement.
3.21 Real Property. Copper does not own, use or claim any interest in
any real property, including without limitation any license, leasehold or any
similar interest in real property.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
4.1 Share Ownership. Shareholders hold 100% of the issued and
outstanding shares of MPEG common stock. Such shares are owned of record and
beneficially by Shareholders, and such shares are not subject to any lien,
encumbrance or pledge, but they are restricted securities as defined in Rule
144 of the Securities Act of 1933. Shareholders have the full and requisite
authority to exchange such shares pursuant to this Agreement.
4.2 Investment Intent. Shareholders understand and acknowledge that the
shares of Copper Common Stock (the "Copper Shares") are being offered for
exchange in reliance upon the exemption provided in Section 4(2) of the
Securities Act of 1933 (the "Securities Act") for non-public offerings; and
Shareholders make the following representations and warranties with the intent
that the same may be relied upon in determining the suitability of
Shareholders as purchasers of securities.
(a) The Copper Shares are being acquired solely for the account of
Shareholders, for investment purposes only, and not with a view to, or for
sale in connection with, any distribution thereof and with no intention of
distributing or reselling any part of the Copper Shares.
(b) Shareholders agree not to dispose of their Copper Shares or any
portion thereof unless and until counsel for Copper shall have determined that
the intended disposition is permissible and does not violate the Securities
Act or any applicable state securities laws, or the rules and regulations
thereunder.
(c) Shareholders acknowledge that Copper has made all documentation
pertaining to all aspects of the Exchange Offer available to them, and has
offered such persons an opportunity to discuss the Exchange Offer with the
officers of Copper.
(d) Shareholders have relied solely upon independent investigations
made by Shareholders.
(e) Shareholders are knowledgeable and experienced in making and
evaluating investments of this nature and desires to accept the Exchange Offer
on the terms and conditions set forth.
(f) Shareholders are able to bear the economic risk of an
investment, as a result of the Exchange Offer, in the Copper Shares.
4.3 Indemnification. Shareholders recognize that the offer of the
Copper shares to them are based upon their representations and warranties set
forth and contained herein and hereby agree to indemnify and hold harmless
Copper against all liability, costs or expenses (including reasonable
attorney's fees) arising as a result of any misrepresentations made herein by
Shareholders.
4.4 Legend. Shareholders agree and acknowledge that the certificates
evidencing the Copper Shares acquired pursuant to this Agreement will have a
legend placed thereon stating that the securities have not been registered
under the Act or any state securities laws and setting forth or referred to
the restrictions on transferability and sales of the Shares.
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ARTICLE 5
COVENANTS
5.1 Investigative Rights. From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other
party's counsels, accountants, auditors, and other authorized representatives,
full access during normal business hours and upon reasonable advance written
notice to all of each party's properties, books, contracts, commitments, and
records for the purpose of examining the same. Each party shall furnish the
other party with all information concerning each party's affairs as the other
party may reasonably request. If the transaction contemplated hereby is not
completed, all documents received by each party and/or its attorneys and
accountants, auditors or other authorized representatives shall be returned to
the other party who provided same upon request. The parties hereto, their
directors, employees, agents and representatives shall not disclose any of the
information described above unless such information is already disclosed to
the public, without the prior written consent of the party to which the
confidential information pertains. Each party shall take such steps as are
necessary to prevent disclosure of such information to unauthorized third
parties.
5.2 Conduct of Business. Prior to the Closing, Copper and MPEG shall
each conduct its business in the normal course, and shall not sell, pledge, or
assign any assets, without the prior written approval of the other party,
except in the regular course of business. Neither Copper nor MPEG shall amend
its Articles of Incorporation or Bylaws, declare dividends, redeem or sell
stock or other securities, incur additional or newly-funded liabilities,
acquire or dispose of fixed assets, change employment terms, enter into any
material or long-term contract, guarantee obligations of any third party,
settle or discharge any balance sheet receivable for less than its stated
amount, pay more on any liability than its stated amount, or enter into any
other transaction other than in the regular course of business except as
otherwise contemplated herein.
ARTICLE 6
CONDITIONS PRECEDENT TO COPPER'S PERFORMANCE
6.1 Conditions. The obligations of Copper hereunder shall be subject to
the satisfaction, at or before the Closing, of all the conditions set forth in
this Article 6. Copper may waive any or all of these conditions in whole or
in part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by Copper of any other condition of or any
of Copper's other rights or remedies, at law or in equity, if MPEG shall be in
default of any of their representations, warranties, or covenants under this
Agreement.
6.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by MPEG in this Agreement or in
any written statement that shall be delivered to Copper by MPEG under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
6.3 Performance. MPEG shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by it, on or before the Closing Date.
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6.4 Absence of Litigation. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against MPEG on or before the Closing Date.
ARTICLE 7
CONDITIONS PRECEDENT TO MPEG'S PERFORMANCE
7.1 Conditions. MPEG's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in
this Article 7. MPEG may waive any or all of these conditions in whole or in
part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by MPEG of any other condition of or any
of MPEG's rights or remedies, at law or in equity, if Copper shall be in
default of any of its representations, warranties, or covenants under this
Agreement.
7.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Copper in this Agreement or
in any written statement that shall be delivered to MPEG by Copper under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
7.3 Performance. Copper shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by them, on or before the Closing Date.
7.4 Absence of Litigation. No action, suit or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Copper on or before the Closing Date.
7.5 Directors of Copper. Effective on the Closing, Copper shall have
fixed the size of its Board of Directors at three (3) persons, and such Board
of Directors shall include Kunimitsu Misawa, Xxxxxx X. Xxxx, and Xxxxxx
XxXxxx.
7.6 Officers of Copper. Effective on the Closing, Copper shall have
elected the following new Officers of Copper:
Kunimitsu Misawa - Chairman
Xxxxxx XxXxxx - President
Xxxxx X. Xxxxxxxx - CFO and Secretary
7.7 Name Change. Just prior to Closing, Copper shall change its name to
MPEG Super Site, Inc.
7.8 Forward Split. Just prior to Closing, Copper shall complete a 2.5
for 1 forward stock split.
ARTICLE 8
CLOSING
8.1 Closing. The Closing of this transaction shall be held at the
offices of Xxxx Xxxxx Xxxxxxxx & Xxxxxx, P.C., 000 Xxxxxxxxxxx Xxxxxx, Xxxxx
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0000 Xxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000, or such other place as shall be
mutually agreed upon, on such date as shall be mutually agreed upon by the
parties. At the Closing:
(a) Shareholders shall deliver duly endorsed certificates
representing their shares of MPEG being exchanged for shares of Copper.
(b) Shareholders shall receive a certificate or certificates
representing the number of shares of Copper Common Stock for which the shares
of MPEG common stock shall have been exchanged.
(c) Copper shall deliver a signed Consent and/or Minutes of the
Directors of Copper approving this Agreement and each matter to be approved by
the Directors of Copper under this Agreement.
(d) MPEG shall deliver a signed Consent or Minutes of the Directors
of MPEG approving this Agreement and each matter to be approved by the
Directors of MPEG under this Agreement.
ARTICLE 9
MISCELLANEOUS
9.1 Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit, or add to the meaning of any provision of
this Agreement.
9.2 No Oral Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
9.3 Non-Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to
insist in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future
of any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure, and (iii) no
waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.
9.4 Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
9.5 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
9.6 Choice of Law. This Agreement and its application shall be governed
by the laws of the State of Colorado, except to the extent its conflict of
laws provisions would apply the laws of another jurisdiction.
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9.7 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice
is to be given, or on the third day after mailing if mailed to the party to
whom notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:
Copper:
Copper Capital Corp.
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
with a copy to:
Xxx X. Xxxxxx, Esq.
Xxxx Xxxxx Xxxxxxxx & Xxxxxx, P.C.
600 Seventeenth Street, Suite 0000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
MPEG:
MPEG Super Site, Inc.
0000 0xx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
with a copy to:
Xxxxxxx X. Xxxxxx, Esq.
Xxxxxx & Associates
00 Xxxx Xxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
9.8 Binding Effect. This Agreement shall inure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
9.9 Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other
and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.
9.10 Brokers. The parties hereto represent and agree that no broker has
brought about the aforementioned transaction and no finder's fee has been paid
or is payable by any party. Each of the parties hereto shall indemnify and
hold the other harmless against any and all claims, losses, liabilities or
expenses which may be asserted against it as a result of its dealings,
arrangements or agreements with any broker or person, except as described in
this paragraph.
9.11 Announcements. Copper and MPEG will consult and cooperate with
each other as to the timing and content of any announcements of the
transactions contemplated hereby to the general public or to employees,
customers or suppliers.
9.12 Expenses. Copper and MPEG will pay their own legal, accounting and
any other out-of-pocket expenses reasonably incurred in connection with this
transaction, whether or not the transaction contemplated hereby is
consummated.
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9.13 Exhibits. As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided for hereinabove, including any
items referenced therein or required to be attached thereto. Any material
changes to the Exhibits shall be immediately disclosed to the other party.
AGREED TO AND ACCEPTED as of the date first above written.
COPPER CAPITAL CORP. MPEG SUPER SITE, INC.
By:/s/ Xxxxxx X. Xxxxxx By:/s/ Xxxxxx X. XxXxxx
Xxxxxx X. Xxxxxx, President Xxxxxx X. XxXxxx, President
SHAREHOLDERS:
/s/ Kunimitsu Misawa
Kunimitsu Misawa
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
/s/ Xxxxxxx Xxxxxx-Xxxxxx
Xxxxxxx Xxxxxx-Xxxxxx
/s/ Xxxxxx XxXxxx
Xxxxxx XxXxxx
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
/s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
12
SCHEDULE 1
Stock Ownership of MPEG and
Shares of Copper to be Exchanged Therefor
Number
Number of Copper
Name of Shares Shares
Kunimitsu Misawa 3,590,000 3,590,000
Xxxxxx X. Xxxx 1,500,000 1,500,000
Xxxxxxx Xxxxxx-Xxxxxx 1,500,000 1,500,000
Xxxxxx XxXxxx 250,000 250,000
Xxxxx X. Xxxxxxxx 80,000 80,000
Xxxxxxxx X. Xxxxx 80,000 80,000
--------- ---------
Total 7,000,000 7,000,000
SCHEDULE 2
MPEG SUPER SITE, INC.
("MPEG")
2.4 Directors and Officers of MPEG:
Kunimitsu Misawa - Chairman
Xxxxxx X. Xxxx - Director
Xxxxxx XxXxxx - President and Director
Xxxxx X. Xxxxxxxx - CFO and Secretary
2.17 Material Contracts of MPEG:
Working agreement with XX0.Xxx, Inc.
Joint Venture Agreement with Bainbridge Investments Limited.
SCHEDULE 3
COPPER CAPITAL CORP.
("Copper")
3.2 Directors and Officers of Copper:
Xxxxxx X. Xxxxxx - President and Director
Xxxxxxx X. Xxxxxx - Secretary, Treasurer and Director
3.19 Material Contracts of Copper
None.
