1
2A
Plan of Exchange between Seychelle Environmental Technologies, Inc.
and Seychelle Water Technologies, Inc.
2
AGREEMENT AND PLAN OF EXCHANGE
between
ROYAL NET, INC. an Utah corporation
and
SEYCHELLE WATER TECHNOLOGIES, INC., an Nevada corporation;
January 30th, 1998
3
TABLE OF CONTENTS
Page
Recitals ........................................................................................................1
Agreement .......................................................................................................1
1. Plan of Exchange ..............................................................................1
2. Issuance of Shares ............................................................................2
3. Exemption ......................................................................................3
4. Representations and Covenants of Acquiree .....................................................3
5. Representations and Covenants of Acquiring Corporation ........................................4
6. Delivery Date .................................................................................6
7. Conditions Precedent to the Obligations of
Acquiree ....................................................................................6
8. Conditions Precedent to the Obligations of Acquiror ...........................................8
9. Indemnification ...............................................................................8
10. Nature and Survival of Representations ........................................................9
11. Documents at Closing ..........................................................................9
12. Miscellaneous ................................................................................10
Signature Page ...............................................................................11
-ii-
4
AGREEMENT AND PLAN OF EXCHANGE
This Agreement and Plan of Exchange (hereinafter known as the
"Agreement") is entered into this 30th day of January, 1998, by and between
ROYAL NET, INC., an Utah corporation, (hereinafter known as "Acquiror") and
SEYCHELLE WATER TECHNOLOGIES, INC., an Nevada corporation (hereinafter known as
"Acquiree").
RECITALS
Acquiror desires to enter into a transaction whereby Acquiree will
exchange all of its issued and outstanding capital shares with Acquiror, with
Acquiror becoming the parent company. It is the intention of the parties hereto
that this transaction comply with the tax-free exchange provisions of Section
368 (a)(1)(B) of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, for the mutual consideration set out herein, the
parties agree as follows:
AGREEMENT
1. Plan of Exchange.
(a) It is the intention of the parties hereto that Acquiree
will exchange all of its issued and outstanding capital shares
with Acquiror, with Acquiror becoming the parent company.
Acquiror shall issue shares of Acquiror in common stock to the
Stockholders of Acquiree solely in exchange for their shares
in Acquiree. It is the intention of the parties hereto that
this transaction comply with the tax-free exchange provisions
of Section 368 (a)(1)(B) of the Internal Revenue Code of 1986,
as amended. Prior to the consummation of this exchange, the
Acquiror will have changed its domicile to the State of Nevada
and its name of Seychelle Environmental Technologies, Inc., or
such derivation thereof as may be approved by the appropriate
state authorities. This change of domicile shall be effected
by a statutory merger with Seychelle Environmental
Technologies, Inc., a Nevada corporation.
(b) Subject to the terms and conditions in this Agreement,
Acquiror and Acquiree will promptly, upon the satisfaction of
the conditions and obligations set forth herein, proceed with
the Exchange and file on the Delivery Date (which is defined
in Paragraph 6 herein) Articles of Exchange with the Secretary
of State for the State of Nevada meeting the requirements of
the Nevada Private Corporations Act and will take all other
action necessary and appropriate to consummate the Exchange
pursuant to this Agreement. The parties hereto agree that the
said Exchange shall be submitted to the Stockholders of
Acquiree and Acquiror for their approval, and the appropriate
officers and directors of Acquiree and Acquiror agree to use
their best efforts to secure approval of the Exchange.
(c) As a result of the Exchange and without any action on the
part of the holder thereof, all Acquiree shares of Common
Stock issued and outstanding at the Delivery Date shall be
exchanged, and each holder of a certificate representing any
such Acquiree shares of Common Stock shall thereafter cease to
have any rights with respect to such Acquiree, except the
right to receive, without interest, such number of fully paid
and nonassessable shares of Acquiror Common Stock as is
provided in this Agreement upon the surrender of such
certificate.
1
5
The Acquiree stock options outstanding on the Delivery Date,
if any, shall not expire on the Delivery Date but shall be
exercisable in accordance with their respective terms to
acquire shares of Acquiror Common Stock, except that the
number of shares and the exercise prices thereof shall be
adjusted to correspond to the capital structure of the
Acquiree, whether before or after the Delivery Date. After the
Delivery Date, Acquiror shall assume the obligation of
Acquiree to issue Acquiror Common Stock pursuant to such stock
options.
Notwithstanding the foregoing, any exchange agent or any party
hereto shall be not liable to a holder of shares of Common
Stock of Acquiree for any shares of Acquiror's Common Stock or
dividends or any other distributions thereon delivered to a
public official pursuant to any applicable abandoned property,
escheat or similar law.
The persons who are Directors of Acquiror immediately prior to
the Delivery Date shall, from and after the Delivery Date,
resign and be replaced by the Directors of Acquiree until
their successors have been duly elected or appointed and
qualified or until their earlier death, resignation or removal
in accordance with the Acquiror's Articles of Incorporation
and Bylaws.
The persons who are Officers of Acquiror immediately prior to
the Delivery Date shall, from and after the Delivery Date,
resign and be replaced by the Officers of Acquiror until their
successor have been duly elected or appointed and qualified or
until their earlier death, resignation or removal in
accordance with the Acquiror's Articles of Incorporation and
Bylaws.
(d) On the Delivery Date (which is defined as the date in
Paragraph 6 herein), Stockholders of Acquiree will deliver
certificates for their shares of Acquiree Common Stock to
Acquiror or an agent appointed by Acquiror and, upon the
surrender of said certificates, Stockholders of Acquiree shall
be entitled to receive in exchange therefor a certificate
representing the number of whole shares of Common Stock of
Acquiror into which those shares of Acquiree have been
converted as provided in this Agreement. All fractional shares
shall be rounded up to the next whole number. A list of the
shares of Acquiree, the owners thereof, and shares of Acquiror
Common Stock to be received by said Stockholders of Acquiree
shall be tendered to Acquiror as of the Delivery Date. The
delivery of the shares will be made to the Stockholders of
Acquiree as of the record date as set by Acquiree and will be
without restrictive legend on each certificate, except as
required by applicable statute, regulation, or contract. This
Exchange is being made in accordance with Rule 504 of the
Securities Act of 1933, as amended. (the "Securities Act").
2. Issuance of Shares. The parties agree that a total of
approximately 12,500,000 shares of Acquiror Common Stock(to be
issued from the new Nevada corporation) will be issued on the
basis of one new share for each share currently outstanding to
the Stockholders of record of Acquiree as certified by
Acquiree on the Delivery Date (as defined in Paragraph 6
herein).
3. Exemption. Acquiror agrees to file with the
Securities and Exchange Commission (the "SEC") a Form D and
such other form as may be appropriate under then applicable
SEC rules and regulations under the Securities Act and
appropriate state laws pertaining to the
2
6
shares of Common Stock of Acquiror to be issued to those
persons who are Stockholders of Acquiree on the Delivery Date.
4. Representations and Covenants of Acquiree. Acquiree
specifically hereby represents and covenants that, effective
the Delivery Date, the following will be true and correct to
the best of its knowledge, information, and belief.
(a) The Stockholders as of the record date for the
special Stockholder meeting as set by Acquiree will
be the sole owners of all of the issued and
outstanding shares of Common Stock of Acquiree, and
such shares are free from claims, liens, or other
encumbrances.
(b) The issued shares of Acquiree Common Stock constitute
validly issued shares of Acquiree, and such shares
will be fully-paid and nonassessable.
(c) The unaudited financial statements of Acquiree which
have been delivered to Acquiror, will be complete,
accurate and will fairly present the financial
condition of Acquiree as of the dates thereof and the
results of its operations for the periods covered.
There will be no debts, liabilities, or obligations,
either accrued, absolute, fixed or contingent, not
reflected or reserved in such financial statements
other than contracts or obligations in the ordinary
and usual course of business; and no such contracts
or obligations in the usual course of business will
constitute liens or other liabilities which, if
disclosed, would alter substantially the financial
condition of Acquiree as reflected in such financial
statements.
(d) There will not be any negative material changes in
the financial position of Acquiree, except changes
arising in the ordinary course of business, which
changes will in no event adversely affect the
financial position of Acquiree.
(e) Except as set forth in Exhibit A hereto and except as
previously disclosed in the financial statements
provided under Paragraph 4(c) herein, to the best of
Acquiree's knowledge, information and belief, it will
not be involved in, and will not have received
judicial notice of any pending litigation or
governmental investigation or proceeding not
reflected in such financial statements, or otherwise
disclosed in writing to Acquiror and, to the best
knowledge of Acquiree, no material litigation,
claims, assessments, or governmental investigation or
proceeding is threatened against Acquiree or its
properties.
(f) Acquiree will be in good standing in its jurisdiction
of incorporation, and will be in good standing and
qualified to do business in each jurisdiction where
required to be so qualified.
(g) Acquiree will have complied with all applicable laws
in connection with its formation, issuance of
securities, organization, capitalization and
operations, and to the best of Acquiree's knowledge,
information and belief, no contingent liabilities
will have been threatened or claims made, and no
basis for the same exists with respect to said
operations, formation or capitalization, including
claims for violation of any US state or federal
securities laws.
3
7
(h) Acquiree will have filed all governmental, tax or
related returns and reports due or required to be
filed and will have paid all taxes or assessments
which have or which shall become due.
(i) Except as disclosed in this Agreement or on any
Exhibit, Acquiree will not have breached any material
agreement to which it may be a party.
(j) The Acquiree has no subsidiary corporations.
(k) The corporate financial records, minute books, and
other documents and records of Acquiree will be
available to present management of Acquiror prior to
the Delivery Date and turned over to new management
of Acquiror in their entirety on the Delivery Date.
(l) The execution of this Agreement will not violate or
breach any agreement, contract, or commitment to
which Acquiree is a party and will have been duly
authorized by all appropriate and necessary action.
(m) The authorized capitalization of Acquiree will be as
set forth in the most recent unaudited balance sheet
of Acquiree as described in Paragraph 4(c), except as
may be specifically supplemented in writing by
Acquiree. All outstanding shares will have been duly
authorized, validly issued and will be fully paid and
nonassessable with no personal liability attaching to
the ownership thereof. Except as set forth in Exhibit
B hereto, there will be no outstanding convertible
securities, warrants, options or commitments of any
nature which may cause authorized but unissued shares
to be issued to any person except as shown in the
most recent financial statement of Acquiree.
(n) To the best knowledge of Acquiree, Acquiree will not
be subject to any material labor disputes or
disagreements, either actual or contingent.
(o) To the best knowledge of Acquiree, Acquiree's
products, materials and brochures will not infringe
the patent or copyright rights of any other person or
entity.
(p) As of the Delivery Date, the management of Acquiree
will have, to the best of management's knowledge,
disclosed all events, conditions and facts materially
affecting the business and prospects of Acquiree and
its assets. Acquiree will not have, at the Delivery
Date, withheld knowledge of any such events,
conditions, and facts which Acquiree knows, or has
reasonable grounds to know, may materially affect the
business and prospects of Acquiree or its assets.
5. Representations and Covenants of Acquiring
Corporation. Acquiror specifically hereby represents and
covenants that, effective the Delivery Date, the following
will be true and correct to the best of its knowledge,
information, and belief.
(a) As of the Delivery Date, the Acquiror shares of
Common Stock to be delivered to the Stockholders of
Acquiree will constitute valid and legally issued
shares of Acquiror as reflected as a result of the
change of Acquiror's state of domicile, fully-paid
and
4
8
nonassessable, and will be legally equivalent in all
respects to the Common Stock of Acquiror issued and
outstanding as of the date thereof.
(b) The officers of Acquiror will have been duly
authorized to execute this Agreement and will have
taken all actions required by law and agreements,
charters, and bylaws, to properly and legally execute
this Agreement.
(c) The audited year-end financial statements of Acquiror
which includes the periods ending February 28, 1997,
December 31, 1996 and December 31, 1995, which have
been delivered to Acquiree, are complete, accurate
and fairly present the financial condition of
Acquiror as of the dates thereof and the results of
its operations for the periods covered. There are no
liabilities, either fixed or contingent, not
reflected in such financial statements other than
contracts or obligations in the ordinary and usual
course of business; and no such contracts or
obligations in the usual course of business
constitute liens or other liabilities which, if
disclosed, would alter substantially the financial
condition of such Acquiror as reflected in such
financial statements. These financial statements have
been prepared in accordance with US Generally
Accepted Accounting Principles consistently applied.
Prior to and as of the Delivery Date, there will not
be any material changes in the financial position of
Acquiror, except changes arising in the ordinary
course of business, which changes will in no event
adversely affect the financial condition of the
Acquiror.
(d) Acquiror will not be involved in any pending
litigation, claims, or governmental investigation or
proceeding and there will be no lawsuits, claims,
assessments, investigations, or similar matters, to
the best knowledge of management, threatened or
contemplated against Acquiror, its management or
properties.
(e) As of the Delivery Date, Acquiror will be duly
organized, validly existing and in good standing
under the laws of the state of incorporation; it will
have the corporate power to own its property and to
carry on its business as now being conducted and will
be duly qualified to do business in any jurisdiction
where so required.
(f) Acquiror will have filed all federal, state, county
and local income, excise, property and other tax
returns, forms, or reports, which are due or required
to be filed by it prior to the Delivery Date and will
have paid or made adequate provision for the payment
of all taxes, fees, or assessments which have or may
become due pursuant to such returns or pursuant to
any assessments received.
(g) Except as previously disclosed, Acquiror will not
have breached, nor will there be any pending or
threatened claims or any legal basis for a claim that
Acquiror has breached, any of the terms or conditions
of any agreements, contracts or commitments to which
it is a party or is bound and the execution and
performance hereof will not violate any provisions of
applicable law of any agreement to which Acquiror is
subject.
(h) The present capitalization of Acquiror will be
comprised of authorized Common Stock of 50,000,000
shares, $0.001 par value, of which no more than
300,000 shares will be issued and outstanding at the
Delivery Date and authorized preferred stock
5
9
of 1,000,000 shares, with a $0.01 par value, to have
such classes and preferences as the Acquiror may
determine from time to time. No preferred shares will
be issued and outstanding. All outstanding shares
will have been duly authorized, validly issued, and
fully paid. There will not be outstanding or
presently authorized securities, warrants, options or
related commitments of any nature.
(i) Acquiror has no subsidiary corporations.
(j) The shares of Common Stock of Acquiror to be issued
to Acquiree's Stockholders as of the Delivery Date,
will be validly issued, nonassessable and fully-paid
under Nevada corporation law and will be registered
pursuant to a Rule 504 offering as applicable under
federal and state securities laws.
(k) Acquiror will have, disclosed all events, conditions
and facts materially affecting the business and
prospects of Acquiror. Acquiror will not have
withheld disclosure of any such events, conditions,
and facts which it, through management, has knowledge
of, or has reasonable grounds to know, may materially
affect the business and prospects of Acquiror.
6. Delivery Date. The Delivery Date shall be the date
that a closing is held at such place as the parties may
mutually agree, which date is expected to be January 30th,
1998, or such date as may mutually be agreed to after the date
that the transaction contemplated hereby has been approved by
the Stockholders of the Acquiree and Acquiror. Certain
exhibits, etc. may be delivered subsequent to the Delivery
Date upon the mutual agreement of the parties hereto. The
Stockholders will be deemed to have accepted, as of the
Delivery Date, delivery of the certificates of stock to be
issued in their respective names.
7. Conditions Precedent to the Obligations of Acquiree.
All obligations of Acquiree under this Agreement are subject
to the fulfillment, prior to, as of this date or at the
Delivery Date, of each of the following conditions:
(a) The representations and covenants by or on behalf of
Acquiror contained in this Agreement or in any
certificate or document delivered to Acquiree
pursuant to the provisions hereof shall be true in
all material respects at and as of the Delivery Date
as though such representations and warranties were
made at and as of such time.
(b) Acquiror shall have performed and complied with all
covenants, agreements, and conditions required by
this Agreement to be performed or complied with by it
prior to or at the Delivery Date, subject only to the
conditions required on the Delivery Date.
(c) A comfort letter shall be delivered to the Acquiree
from the Acquiror's accountant, Xxxxxxxx, Xxxxxxxx &
Strong, LLC. The comfort letter shall delivered by
said independent public accountants shall be in form
and substance satisfactory to the Acquiree and shall
be to the effect that:
(1) they are public accountants, independent with
respect to Acquiror, within the meaning of the
Securities Act and applicable published rules and
regulations thereunder;
6
10
(2) the financial statements of the Acquiror audited
by them comply as to form in all material respects
with the applicable accounting requirements of the
Securities Act and the related published rules and
regulations; and
(3) they have carried out procedures to a specified
date not more than 10 business days prior to the
Delivery Date on, which constitutes an examination in
accordance with generally accepted auditing
standards, of the financial statements of the
Acquiror audited by them as follows: (i) read the
unaudited interim financial statements of Acquiror;
(ii) read the unaudited interim financial statements
of Acquiror for the period from the date of the most
recent financial statements through the date of the
latest available interim financial statements; (iii)
read the minutes of the meetings of stockholders and
boards of directors of such Acquiror to a date not
more than 10 business days prior to the Delivery
Date, and (iv) made inquiries of certain officers and
employees of such Acquiror responsible for financial
and accounting matters and, based on such procedures,
nothing has come to their attention which would cause
them to believe that: (A) any unaudited financial
statements of such Acquiror do not comply as to form
in all material respects with the applicable
accounting requirements of the Securities Act and the
Securities Exchange Act of 1934, as amended, and the
published rules and regulations issued by the SEC
thereunder; (B) said financial statements are
presented in conformity with GAAP applied on a basis
substantially consistent with that of the audited
financial statements; and (C) for the period from the
date of the most recent financial statements, either
audited or unaudited to the Delivery Date, there was
no material change (as defined under the applicable
securities laws) in the financial statements of the
Acquiror.
(d) Acquiree shall have received an opinion from the
counsel to Acquiror, dated the Delivery Date, in form
and substance satisfactory to counsel for the
Acquiree, to the effect that:
(1) The Acquiror is a corporation duly organized,
validly existing and in good standing under the laws
of the state of its incorporation and has full
corporate power and authority to carry on its
business as it now is being conducted and to own and
operate its assets and properties;
(2) The outstanding shares of capital stock of the
Acquiror are fully paid and are duly and validly
issued and non-assessable and have not been issued in
violation of any preemptive right of Acquiror's
shareholders;
(3) Assuming that all existing directors have been
duly elected, all legal and corporate proceedings
necessary to be taken by and on the part of the
Acquiror in connection with the transactions
contemplated by this Agreement and necessary to make
the same effective have been duly and validly taken,
this Agreement has been duly and validly authorized,
executed and delivered by the Acquiror and
constitutes the valid and binding agreement of the
Seller, Acquiror as limited by applicable bankruptcy,
insolvency, reorganization or similar laws at the
time in effect;
7
11
(4) Neither the execution and delivery of this
Agreement nor the consummation of the transactions
contemplated hereby is an event which, of itself or
with the giving of notice or the passage of time or
both, could: (i) constitute a violation of or
conflict with or result in any breach of the Articles
of Incorporation or Bylaws of the Acquiror or, to the
knowledge of such counsel, any material agreement or
instrument to which the Acquiror or any of its
subsidiaries is a Acquiror or by which any of them is
bound or any judgment, decree, or order to which any
of them is subject; or (ii) to the knowledge of such
counsel result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever
on the property or assets of the Acquiror or any of
its subsidiaries, and no such event of itself or with
the giving of notice or the passage of time or both
will result in the acceleration of the due date of
any obligation of the Acquiror; and
(5) To the knowledge of such counsel, there is no
action or proceeding pending or threatened against
the Acquiror or any of its properties or assets
before any court or governmental department, agency
or commission to restrain or prohibit, or to obtain
substantial damages in respect of, this Agreement or
the consummation of the transactions contemplated
hereby.
(e) There shall be no more than 300,000 common shares of
Acquiror issued and outstanding, after giving effect
to a one-for-five reverse split of the Acquiror's
common stock and a cancellation of approximately
1,412,892 common shares.
(f) The Directors and Stockholders of Acquiror shall have
approved this transaction and such other reasonable
matters as requested by Acquiree as pertaining to
this transaction.
8. Conditions Precedent to the Obligations of Acquiror.
All obligations of the Acquiror under this Agreement are
subject to the fulfillment, prior to, as of this date or at
the Delivery Date, of each of the following conditions:
(a) The representations and covenants by Acquiree
contained in this Agreement or in any certificate or
document delivered to Acquiror pursuant to the
provisions hereof shall be true at and as of the
Delivery Date as though such representations and
warranties were made at and as of such time.
(b) Acquiree shall have performed and complied with all
covenants, agreements, and conditions required by
this Agreement to be performed or complied with by it
prior to or at the Delivery Date, including obtaining
approval of the Exchange by the Stockholders of
Acquiree, subject only to the conditions on the
Delivery Date.
9. Indemnification. Within the period provided in
paragraph 10 herein and in accordance with the terms of that
paragraph, each party to this Agreement, shall indemnify and
hold harmless each other party at all times after the date of
this Agreement against and in respect of any liability, damage
or deficiency, all actions, suits, proceedings, demands,
assessments, judgments, costs and expenses including
attorney's fees incident to any of the foregoing, resulting
from any misrepresentations, breach of covenant or warranty or
non-fulfillment of any agreement on the part of such party
under this Agreement or from any
8
12
misrepresentation in or omission from any certificate
furnished or to be furnished to a party hereunder. Subject to
the terms of this Agreement, the defaulting party shall
reimburse the other party on demand, for any reasonable
payment made by said party at any time after the Closing, in
respect of any liability or claim to which the foregoing
indemnity relates, if such payment is made after reasonable
notice to the other party to defend or satisfy the same and
such party failed to defend or satisfy the same.
10. Nature and Survival of Representations. All
representations, warranties and covenants made by either party
in this Agreement shall survive the Closing hereunder and the
consummation of the transactions contemplated hereby for two
years from the date hereof. Each of the parties hereto is
executing and carrying out the provisions of this Agreement in
reliance solely on the representations, warranties and
covenants and agreements contained in this Agreement and not
upon any investigation upon which it might have made or any
representations, warranty, agreement, promise or information,
written or oral, made by the other party or any other person
other than as specifically set forth herein.
11. Documents at Closing. At the Delivery Date, the
following transactions shall occur, all of such transactions
being deemed to occur simultaneously:
(a) Acquiree will deliver, or cause to be delivered, to
Acquiror the following:
(1) all corporate records of Acquiree, including
without limitation corporate minute books (which
shall contain copies of the Articles of Incorporation
and Bylaws, as amended to the Delivery Date), stock
books, stock transfer books, corporate seals, and
such other corporate books and records as may
reasonably requested for review by Acquiror and its
counsel;
(2) a certificate of the President of Acquiree to the
effect that all representations and warranties of
Acquiree made under this Agreement are reaffirmed on
the Delivery Date, the same as though originally
given on said date;
(3) certified copies of resolutions by Acquiree's
Board of Directors and Stockholders authorizing this
transaction;
(4) such other instruments, documents and
certificates, if any, as are required to be delivered
pursuant to the provisions of this Agreement or which
may be reasonably requested in furtherance of the
provisions of this Agreement;
(b) Acquiror will deliver or cause to be delivered to
Acquiree:
(1) stock certificates for Common Stock to be issued
as a part of the exchange after the date of approval
of this transaction by the Stockholder of Acquiree;
(2) a certificate of the President of Acquiror to the
effect that all representations and warranties of
Acquiror made under this Agreement are reaffirmed on
the Delivery Date, the same as though originally
given on said date;
9
13
(3) certified copies of resolutions by Acquiror's
Board of Directors and Stockholders authorizing this
transaction;
(4) such other instruments and documents as are
required to be delivered pursuant to the provisions
of this Agreement.
12. Miscellaneous.
(a) Further Assurances. At any time, and from time to
time, after the Delivery Date, each party will
execute such additional instruments and take such
action as may be reasonably requested by the other
party to confirm or perfect title to any property
transferred hereunder or otherwise to carry out the
intent and purposes of this Agreement.
(b) 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.
(c) Brokers. Neither party has employed any brokers or
finders with regard to this Agreement unless
otherwise described in writing to each party hereto.
(d) 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 registered or certified mail,
return receipt requested.
(e) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall
not affect in any way the meaning or interpretation
of this Agreement.
(f) 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.
(g) Governing Law. This Agreement was negotiated and is
being contracted for in the State of Nevada, and
shall be governed by the laws of the State of Nevada.
(h) Binding Effect. This Agreement shall be binding upon
the parties hereto and inure to the benefit of the
parties, their respective heirs, administrators,
executors, successors and assigns.
(i) Entire Agreement. This Agreement is the entire
agreement of the parties covering everything agreed
upon or understood in the transaction. There are no
oral promises, conditions, representations,
understandings, interpretations or terms of any kind
of condition or inducements to the execution hereof.
(j) Time. Time is of the essence.
(k) Severability. If any part of this Agreement is deemed
to be unenforceable the balance
10
14
of the Agreement shall remain in full force and
effect.
(l) Default Costs. In the event either party hereto has
to resort to legal action to enforce any of the terms
hereof, such party shall be entitled to collect
attorneys fees and other costs from the party in
default.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
ROYAL NET, INC.
a Utah Corporation
By: Signed
--------------------------------
Authorized Officer
SEYCHELLE WATER TECHNOLOGIES, INC.
a Nevada Corporation
By: Signed
--------------------------------
Authorized Officer
11
15
ROYAL NET, INC.
OFFICER'S CERTIFICATE
The undersigned, President of ROYAL NET, INC. ("Acquiror"), does hereby
certify that he is a duly elected, qualified and acting officer of Acquiror, a
Utah corporation, and as such is familiar with the business affairs of said
corporation, and is familiar with and has read that certain Agreement and Plan
of Exchange between Acquiror and SEYCHELLE WATER TECHNOLOGIES, INC., dated
January 30th, 1998 (the "Agreement").
The undersigned does hereby state that the representations and
covenants made by Acquiror contained in said Agreement, to the best of his
knowledge, are true and correct at and as of the Delivery Date. In addition, the
undersigned hereby states that to the best of his knowledge, Acquiror has
performed and complied with all covenants, agreements and conditions required by
the Agreement to be performed or complied with by Acquiror prior to the Delivery
Date.
IN WITNESS WHEREOF, the undersigned, has hereunto duly executed this
Certificate this 30th day of January, 1998.
ROYAL NET, INC.
By: Signed
---------------------------
President
16
SEYCHELLE WATER TECHNOLOGIES, INC.
OFFICER'S CERTIFICATE
The undersigned, President of SEYCHELLE WATER TECHNOLOGIES, INC.
("Acquiree"), does hereby certify that he is a duly elected, qualified and
acting officer of Acquiree, a Nevada corporation, and as such is familiar with
the business affairs of said corporation, and is familiar with and has read that
certain Agreement and Plan of Exchange between ROYAL NET, INC. and Acquiree,
dated January 30th, 1998 (the "Agreement").
The undersigned does hereby state that the representations and
covenants made by Acquiree contained in said Agreement, to the best of his
knowledge, are true and correct at and as of the Delivery Date. In addition, the
undersigned hereby states that to the best of his knowledge, Acquiree has
performed and complied with all covenants, agreements and conditions required by
the Agreement to be performed or complied with by Acquiree prior to the Delivery
Date.
IN WITNESS WHEREOF, the undersigned, has hereunto duly executed this
Certificate this 30th day of January, 1998.
SEYCHELLE WATER TECHNOLOGIES, INC.
By: Signed
------------------------------------
President
