EXHIBIT III
AGREEMENT DATED SEPTEMBER 24, 1999
BETWEEN ROCKY MOUNTAIN POWER CO. AND
MPEG SUPER SITE, INC.
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT is made this 24th day of September, 1999,
by and between Rocky Mountain Power Company, a Colorado corporation
(hereinafter referred to as "Rocky"), MPEG Super Site, Inc., a Colorado
corporation (hereinafter referred to as "MPEG").
WHEREAS, Rocky desires to acquire all of the issued and outstanding
shares of common stock of MPEG in exchange for an aggregate of 13,390,000
authorized but un-issued restricted shares of the common stock, no par value,
of Rocky (the "Common Stock") (the "Exchange Offer"); and
WHEREAS, MPEG desires to assist Rocky in a business combination which
will result in the shareholders of MPEG owning approximately 92% of the then
issued and outstanding shares of Rocky's Common Stock, and Rocky 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 Rocky
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, Rocky agrees to offer one share of Common Stock for each
share
of MPEG common stock issued and outstanding, or a total of 13,390,000 shares
of Rocky's Common Stock. The Common Stock will be issued directly to the
shareholders of MPEG on the Closing, in the amounts set forth on the attached
Shareholder list, 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 Rocky 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
Rocky
that:
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2.1 Organization. MPEG is a corporation duly organized, validly
existing, and in good standing under the laws of Colorado, 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 13,390,000 are currently issued
and outstanding. All of the issued and outstanding shares of MPEG are duly
authorized, validly issued, fully paid, and non-assessable. 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) except for the Nevada subsidiary named MPEG Super Site, Inc..
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 Rocky the audited
balance sheet its wholly owned subsidiary 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's subsidiary 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 Rocky or have otherwise been disclosed to Rocky.
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, Rocky
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 Rocky and/or its attorneys all books and records of MPEG.
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.
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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.
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
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evidencing such liabilities and other obligations have been made available
for
inspection by Rocky 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 ROCKY
Except as disclosed in Schedule 3 which is attached hereto and
incorporated herein by reference, Rocky represents and warrants to MPEG that:
3.1 Organization. Rocky 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 Rocky consists of
100,000,000 shares of no par value Common Stock of which 611,270 shares of
Common Stock are currently issued and outstanding. All of the issued and
outstanding shares of Common Stock are duly authorized, validly issued, fully
paid and non-assessable. There are no outstanding subscriptions, options,
rights, warrants, convertible securities, or other agreements or commitments
obligating Rocky to issue or to transfer from treasury any additional shares
of its capital stock of any class. Prior to the Closing, the board of
directors of Rocky will approve a 2.0 for 1 forward split which will increase
the number of shares issued and outstanding to 1,222,540.
3.3 Subsidiaries. Rocky does not presently have any subsidiaries or
own any interest in any other enterprise (whether or not such enterprise is a
corporation) except for Prime Rate Income & Dividend Enterprises, Inc.
("Pride").
3.4 Directors and Officers. Schedule 3 contains the names and titles
of all directors and officers of Rock as of the date of this Agreement.
3.5 Financial Statements. Rocky has delivered to MPEG its audited
balance sheet and statements of operations and cash flows as of and for the
period ended June 30, 1998, and its unaudited balance sheet and statements of
operations for the nine months ended March 31, 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 and operating results of the Company as of the dates, and
for the periods, indicated therein. The current liabilities of Rocky are set
forth on Schedule 2. As of the Closing, the total liabilities of Rocky 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 Rocky's knowledge, Rocky 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.
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3.7 Absence of Undisclosed Liabilities. To the best of Rocky's
knowledge, neither Rocky 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, Rocky 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 Rocky's accountants and attorneys to
discuss the financial condition of Rocky. Rocky shall make available to MPEG
all books and records of Rocky.
3.10 Trade Names and Rights. Rocky 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 Rocky's knowledge, Rocky 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. Rocky 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 Rocky, threatened against
or affecting Rocky or its business, assets, or financial condition. Rocky 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. Rocky is not engaged in any legal action to recover moneys
due to it.
3.13 No Prior or Pending Investigation. Rocky 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
Rocky.
3.14 Authority. Rocky 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 Rocky has taken all action required to
authorize the execution and delivery of this Agreement by or on behalf of
Rocky, the performance of the obligations of Rocky under this Agreement and
the consummation by Rocky of the transactions contemplated under this
Agreement. No other corporate proceedings on the part of Rocky Are necessary
to authorize the execution and delivery of this Agreement by Rocky in the
performance of its obligations under this Agreement. This Agreement is, and
when executed and delivered by Rocky, will be a valid and binding agreement
of
Rocky, enforceable against Rocky 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 Rocky of its obligations under
this Agreement, nor the consummation of the transactions contemplated under
this Agreement will, to the best of Rocky's knowledge: (a) violate any
provision of Rocky's articles of incorporation or bylaws; (b) with or without
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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 Rocky, 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 Rocky is bound; (d)
result
in the creation or imposition of any security interest, lien or other
encumbrance upon any property or assets of Rocky; or (e) violate any statute
or law or any judgment, decree, order, regulation or rule of any court or
governmental authority to which Rocky is bound or subject.
3.16 Validity of Rocky Shares. The shares of Rocky 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 non-assessable.
3.17 Full Disclosure. None of the representations and warranties made
by Rocky herein, or in any exhibit, certificate or memorandum furnished or to
be furnished by Rocky, 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. Rocky will not have any assets at the time of closing
except for assets in PRIDE which are being spun off.
3.19 Material Contracts and Obligations. Rocky 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 Rocky in connection with: (a)
the execution and delivery by Rocky of its obligations under this Agreement;
(b) the performance by Rocky of its obligations under this Agreement; or (c)
the consummation by Rocky of the transactions contemplated by this Agreement.
3.21 Real Property. Rocky 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 or will mot at the time of closing except
as
set forth in Rocky's SEC filings.
ARTICLE 4
COVENANTS
4.1 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.
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4.2 Conduct of Business. Prior to the Closing, Rocky 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 except for transactions by PRIDE.
Neither Rocky 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 5
CONDITIONS PRECEDENT TO ROCKY'S PERFORMANCE
5.1 Conditions. The obligations of Rocky hereunder shall be subject
to the satisfaction, at or before the Closing, of all the conditions set
forth
in this Article 6. Rocky 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 Rocky of any other condition of or any
of Rocky'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.
5.2 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 Rocky by MPEG under
this Agreement shall be true and accurate on and as of the Closing Date as
though made at that time.
5.3 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.
5.4 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 6
CONDITIONS PRECEDENT TO MPEG'S PERFORMANCE
6.1 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 Rocky shall be in
default of any of its representations, warranties, or covenants under this
Agreement.
6.2 Accuracy of Representations. Except as otherwise permitted by
this Agreement, all representations and warranties by Rocky in this Agreement
or in any written statement that shall be delivered to MPEG by Rocky under
this Agreement shall be true and accurate on and as of the Closing Date as
though made at that time.
6.3 Performance. Rocky 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.
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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 Rocky on or before the Closing Date.
6.5 Directors of Rocky. Effective on the Closing, Rocky shall have
fixed the size of its Board of Directors at three (3) persons, and such Board
of Directors shall include Kanematsu Misawa, Xxxxxx X. Xxxx, and Xxxxxxx X.
Xxxxxx.
6.6 Officers of Rocky. Effective on the Closing, Rocky shall have
elected the following new Officers of Rocky:
Kunimitsu Misawa: Chairman
Xxxxx X. Xxxxxxxx: CFO, President and Secretary
6.7 Forward Split. Just prior to Closing, Rocky shall complete a 2.0
for 1 forward stock split.
ARTICLE 7
CLOSING
7.1
Closing. The Closing of this transaction shall be held at the
offices of Xxxx Xxxxx Xxxxxxxx & Xxxxxx, P.C., 600 Seventeenth Street,
Suite 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 letters of acceptance and duly
endorsed certificates representing their shares of MPEG being exchanged for
shares of Rocky.
(b) Shareholders shall receive a certificate or certificates
representing the number of shares of Rocky Common Stock for which the shares
of MPEG common stock shall have been exchanged.
(c) Rocky shall deliver a signed Consent and/or Minutes of the
Directors of Rocky approving this Agreement and each matter to be approved by
the Directors of Rocky 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 8
SPIN OFF OF PRIDE
8.1 The parties agreed that prior to the Closing, Rocky shall spin off
all of the issued and outstanding shares of Rocky's wholly-owned subsidiary
named Prime Rate Income & Dividend Enterprises, Inc. ("PRIDE") to its
shareholders based on a shareholder list prepared one (1) day prior to
Closing. Certificates representing the shares to be spun off will be placed
with an escrow agent mutually acceptable to Rocky and MPEG with instructions
to distribute the shares once PRIDE has a Form 10-SB which is effective with
the Securities and Exchange Commission.
8.2 In the event that a Form 10-SB has not become effective with the
Securities and Exchange Commission within twelve (12) months after the
Closing, PRIDE will use its best effects to liquidate all of its assets and
liabilities and then distribute all proceeds pro rata to the shareholders on
the shareholder list being held in escrow.
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8.3 The current directors of PRIDE will remain as the directors of
PRIDE until the spin off of either the PRIDE stock or the proceeds of
liquidation is completed.
8.4 PRIDE will be responsible for all of its expenses of operation
including the costs of the Form 10-SB until the spin off is complete.
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.
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:
Rocky:
Rocky Mountain Power Company
____________________________
____________________________
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with a copy to:
Xxx Xxxxx, 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. Rocky 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. Rocky 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.
9.13 Exhibits. As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided for herein above, 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.
9.14 After the closing, Rocky's name will be changed and the rights to
the name "Rocky Mountain Power Co." will belong to Rocky's management.
AGREED TO AND ACCEPTED as of the date first above written.
ROCKY MOUNTAIN POWER COMPANY MPEG SUPER SITE, INC.
By:
By:
-------------------------- ------------------------
Xxxx Xxxxxxxxxx, President Xxxxx X. Xxxxxxxx, CFO and Secretary
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SHAREHOLDER LIST TO BE PROVIDED
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