ACQUISITION AGREEMENT
This Agreement is entered into by, between and among Prospector Energy,
Inc., a corporation organized under the laws of the State of Nevada
(hereinafter the "Purchaser"), and the equity owners ("the Shareholders") of
Xxxxxxxxxx.Xxx, Inc., a North Carolina corporation (hereinafter "the
Company").
Witnesseth:
WHEREAS, Purchaser wishes to acquire, and Shareholders are willing to sell,
all of the outstanding equity ownership of the Company in exchange for common
stock of the Purchaser;
NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, Purchaser and Shareholders approve and adopt this Acquisition
Agreement and mutually covenant and agree with each other as follows:
ARTICLE I
Shares to be Transferred and Shares to be Issued
1. a. On the closing date the Shareholders shall transfer to Purchaser
certificates representing the equity of the Company described in Schedule "A",
attached hereto and incorporated herein, which in the aggregate shall
represent all of the issued and outstanding Shares of the Company. Such
certificates shall be duly endorsed in blank by Shareholders or accompanied by
duly executed certificate powers in blank with signatures guaranteed.
Alternatively, the Shareholders may assign their rights to the Shares if the
Shares have not been physically issued in the form of certificates.
b. In exchange for the transfer of the equity of the Company pursuant
to sub-section 1.a. hereof, Purchaser shall on the closing date and
contemporaneously with such transfer of the equity of the Company to it by the
Shareholders, or rights thereto, issue and deliver to the Shareholders
12,500,000 post-split Shares of the Purchaser in accordance with Schedule "B"
hereof.
2. The parties intend that this acquisition and exchange of equity is to be
an exchange/transaction pursuant to Section 368(a)(1)(b) of the Internal
Revenue Code of the United States.
ARTICLE II
Representations and Warranties of Shareholders
2.01 Ownership of Equity.
Shareholders are the record owners and holders of the number of fully paid
and non-assessable Shares of the Company listed in Schedule "A" hereto as of
the date hereof and will continue to own such Shares of the Company until the
delivery thereof to the Purchaser on the closing date and all such Shares are
or will be on the closing date owned free and clear of all liens,
encumbrances, charges and assessments of every nature and subject to no
restrictions with respect to transferability. The Shareholders will have full
power and authority to assign and transfer their Shares of the Company in
accordance with the terms hereof.
ARTICLE III
Representations and Warranties of the Company and its Shareholders
3.01 Capitalization
Except for this Agreement, there are no outstanding options, contracts,
calls, commitments, agreements or demands of any character relating to the
Shares of the Company owned by its Shareholders.
3.02 Organization and Authority.
(a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of North Carolina, with all requisite corporate
power and authority to own, operate and lease its properties and to carry on
its business as now being conducted, is duly qualified and in good standing in
every jurisdiction in which the property owned, leased or operated by it, or
the nature of the business conducted by it, makes such qualification necessary
to avoid material liability or material interference in its business
operations, and is not subject to any agreement, commitment or understanding
which restricts or may restrict the conduct of its business in any
jurisdiction or location.
(b) The outstanding Shares of the Company are legally and validly
issued, fully paid and non-assessable.
(c) The Company does not own five percent (5%) or more of the
outstanding stock of any corporation.
(d) The minute book of the Company made available to Purchaser contains
complete and accurate records of all meetings and other corporate actions of
the Shareholders and the Managers (and any committee thereof) of the Company.
(e) The minutes and books of the company contains a list of the
directors, officers, and Shareholders of Company and copies of the Articles of
Incorporation and Bylaws currently in effect of the Company.
(f) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not, subject to the
approval and adoption by the Shareholders or the Board of the Directors of the
Company, violate any provision of the certificate/articles of incorporation or
bylaws of the Company, or any provisions thereof, or result in the
acceleration of any obligation under, any mortgage, lien, lease, agreement,
instrument, court order, arbitration award, judgment or decree to which the
Company is a party, or by which it is bound, and will not violate any other
restriction of any kind or character to which it is subject.
(g) The authorized capital of the Company is one hundred thousand
(100,000) shares of no par value stock, of which one thousand (1,000) shares
shall are issuable at the time of the acquisition, but net yet issued.
3.03 Financials.
(a) Audited financial statements (hereafter "financial statements") of
the Company, as of August 31, 1999, have been delivered by the Company to the
Purchaser The Financial Statements are accurate and constitute a fair
representation of the financial condition of the Company as of its date and
for the periods covered.
(b) All accounts receivable, if any, (net of reserves for doubtful
accounts) of the Company shown on the books of account on the statement date
and as incurred in the normal course of business since that date, are
collectible in the normal course of business.
(c) The Company has good and marketable title to all of its assets,
business and properties including, without limitation, all such properties
reflected in the balance sheet as of the statement date except as disposed of
in the normal course of business, free and clear of any mortgage, lien,
pledge, charge, claim or encumbrance, except as shown on said balance sheet as
of the statement date and, in the case of real properties except for
rights-of-way and easements which do not adversely affect the use of such
property.
(d) All currently used property and assets of the Company, or in which
it has an interest, or which it has in possession, are in good operating
condition and repair subject only to ordinary wear and tear.
3.04 Changes Since the Statement Date.
Since the financial statement date, except as disclosed herein, there will
not have been any material negative change in the financial position or assets
of the Company.
3.05 Liabilities.
There are no material liabilities of the Company, whether accrued,
absolute, contingent or otherwise, which arose or relate to any transaction of
the Company, its agents or servants occurring prior to the statement date,
which are not disclosed by or reflected in said financial statements, except
as disclosed herein. There are no such liabilities of the Company which have
arisen or relate to any transaction of the Company, its agents or servants,
occurring since the statement date, other than normal liabilities incurred in
the normal conduct of the business of the Company, and none of which have a
material adverse effect on the business or financial condition of the Company,
except as disclosed herein. As of the date hereof, there are no known
circumstances, conditions, happenings, events or arrangements, contractual or
otherwise, which may hereafter give rise to liabilities, except in the normal
course of business of the Company, except as disclosed herein.
3.06 Taxes.
All federal, state, county and local income, ad valorem, excise, profits,
franchise, occupation, property, sales, use gross receipts and other taxes
(including any interest or penalties relating thereto) and assessments which
are due and payable have been duly reported, fully paid and discharged as
reported by the Company, and there are no unpaid taxes which are, or could
become a lien on the properties and assets of the Company, except as provided
for in the financial statements of their date, or have been incurred in the
normal course of business of the Company since that date. All tax returns of
any kind required to be filed have been filed and the taxes paid or accrued.
3.07 Accuracy of All Statements Made by The Company. No
representation or warranty by the Company and Shareholders in this Agreement,
nor any statement, certificate, schedule or exhibit hereto furnished or to be
furnished by or on behalf of the Shareholders pursuant to this Agreement, nor
any document or certificate delivered to Purchaser pursuant to this Agreement
or in connection with actions contemplated hereby, contains or shall contain
any untrue statement of material fact or omits or shall omit a material fact
necessary to make the statement contained therein not misleading.
ARTICLE IV
Representations and Warranties of Purchaser
Purchaser represents and warrants as follows:
4.01 Organization and Authority.
The Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, with full power and authority
to enter into and perform the transactions contemplated by this Agreement, and
with all requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as now being conducted, is duly
qualified and in good standing in every jurisdiction in which the property
owned, leased or operated by it, or the nature of the business conducted by
it, makes such qualification necessary to avoid material liability or material
interference in its business operations, and is not subject to any agreement,
commitment or understanding which restricts or may restrict the conduct of its
business in any jurisdiction or location.
(a) The outstanding Shares of the Purchaser are legally and validly
issued, fully paid and non-assessable.
(b) The Purchaser does not own five percent (5%) or more of the
outstanding stock of any corporation, except as listed on the Disclosure
Statement.
(c) The minute book of the Purchaser made available to the Company and
Shareholders contains complete and accurate records of all meetings and other
corporate actions of the shareholders and the Board of Directors (and any
committee thereof) of the Purchaser.
(d) The corporate records contain a list of the officers, directors and
shareholders of the Purchaser and copies of the articles of incorporation and
by-laws currently in effect of the Purchaser.
(e) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not violate any
provision of the certificate/articles of incorporation or bylaws of the
Purchaser, or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement, instrument, court
order, arbitration award, judgment or decree to which the Purchaser is a
party, or by which it is bound, and will not violate any other restriction of
any kind or character to which it is subject.
(f) The authorized capital stock of the Purchaser is thirty million
(30,000,000) shares of common stock, $.001 par value, of which approximately
three million (3,000,000) shares of such stock will be issued and outstanding
at the time of closing (exclusive of the shares issued pursuant to the
acquisition).
4.02 Performance of This Agreement.
The execution and performance of this Agreement and the issuance of stock
contemplated hereby have been authorized by the board of directors of
Purchaser.
4.03 Financials.
(a) True copies of the financial statements of the Purchaser as of
December 31, 1998 have been delivered to the Company. The statements have
been examined and certified by certified public accountants. Said financial
statements are true and correct in all material respects and present an
accurate and complete disclosure of the financial condition and earnings of
the Purchaser for the periods covered, in accordance with generally accepted
accounting principles applied on a consistent basis.
(b) All accounts receivable, if any, (net of reserves for doubtful
accounts) of the Purchaser shown on financial statement, and as incurred in
the normal course of business since that date, are collectible in the normal
course of business.
(c) The Purchaser has good and marketable title to all of its assets,
business and properties including, without limitation, all such properties
reflected in the aforementioned balance sheet, except as disposed of in the
normal course of business, free and clear of any mortgage, lien, pledge,
charge, claim or encumbrance, except as shown on said balance sheet, and, in
the case of real properties, except for rights-of-way and easements which do
not adversely affect the use of such property.
4.04 Changes Since Audit Date.
Since the date of the financial statements, except as disclosed in writing,
there has not been any material change in the financial position or assets of
the Purchaser.
4.05 Accuracy of All Statements Made by Purchaser. No
representation or warranty by the Purchaser in this Agreement, nor any
statement, certificate, schedule or exhibit hereto furnished or to be
furnished by the Purchaser pursuant to this Agreement, nor any document or
certificate delivered to the Company or the Shareholders pursuant to this
Agreement or in connection with actions contemplated hereby, contains or shall
contain any untrue statement of material fact or omits or shall omit a
material fact necessary to make the statement contained therein not
misleading.
4.06 Legality of Shares to be Issued.
The shares of common stock of Purchaser to be delivered pursuant to this
Agreement, when so delivered, will have been duly and validly authorized and
issued by Purchaser and will be fully paid and non-assessable.
4.07 No Covenant as to Tax Consequences.
It is expressly understood and agreed that neither Purchaser nor its
officers or agents has made any warranty or agreement, expressed or implied,
as to the tax consequences of the transactions contemplated by this Agreement
or the tax consequences of any action pursuant to or growing out of this
Agreement.
4.08 Securities Matters.
The Purchaser is not aware of any formal or informal investigation of the
Purchaser or its securities by any governmental or non-governmental regulatory
agency.
ARTICLE V
Covenants of Shareholders
5.01 Access to Information.
Purchaser and its authorized representatives shall have full access during
normal business hours to all properties, books, records, contracts and
documents of the Company, and the Company shall furnish or cause to be
furnished to Purchaser and its authorized representative all information with
respect to its affairs and business of the Company as Purchaser may reasonably
request.
5.02 Actions Prior to Closing.
From and after the date of this Agreement and until the closing date, the
Company shall not materially alter its business.
5.03 Limitation of Subsequent Corporate Actions. It is
expressly understood and agreed that the Company, the Shareholders, and their
affiliates, will take all steps necessary to ensure that for a period of
eighteen months:
A) there shall be no reverse split of the Company's common stock;
B) that the assets of the Company shall remain in the Company as part
of its business operations;
C) that the Company will not issue shares for any consideration less
than $2 per share.
ARTICLE VI
Conditions Precedent to Purchaser's Obligations
Each and every obligation of Purchaser to be performed on the closing date
shall be subject to the satisfaction of the Purchaser of the following
conditions:
6.01 Truth of Representations and Warranties.
The representations and warranties made by the Company and Shareholders in
this Agreement or given on its behalf hereunder shall be substantially
accurate in all material respects on and as of the closing date with the same
effect as though such representations and warranties had been made or given on
and as of the closing date.
6.02 Compliance with Covenants.
Shareholders shall have performed and complied with all obligations under
this Agreement which are to be performed or complied with by them prior to or
on the closing date, including the delivery of the closing documents specified
hereafter.
6.03 Absence of Suit.
No action, suit or proceedings before any court or any governmental or
regulatory authority shall have been commenced or threatened and, no
investigation by any governmental or regulatory authority shall have been
commenced, against the Shareholders, the Company or any of the affiliates,
associates, officers or directors of any of them, seeking to restrain, prevent
or change the transactions contemplated hereby, or questioning the validity or
legality of any such transactions, or seeking damages in connection with any
of such transactions.
6.04 Receipt of Approvals, Etc.
All approvals, consents and/or waivers that are necessary to effect the
transactions contemplated hereby shall have been received.
6.05 No Material Adverse Change.
As of the closing date there shall not have occurred any material adverse
change which materially impairs the ability of the Company to conduct its
business or the earning power thereof on the same basis as in the past.
6.06 Accuracy of Financial Statement.
Purchaser and its representatives shall be satisfied as to the accuracy of
all balance sheets, statements of income and other financial statements of the
Company furnished to Purchaser herewith.
6.07 Proceedings and Instruments Satisfactory; Certificates.
All proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as Purchaser may request shall have
been delivered to Purchaser. The Company and the Shareholders shall have
delivered certificates in such detail as Purchaser may request as to
compliance with the conditions set forth in this Article.
ARTICLE VII
Conditions Precedent to Obligations
of the Company and Shareholders
Each and every obligation of the Company and Shareholders to be performed
on the closing date shall be subject to the satisfaction prior thereto of the
following conditions:
7.01 Truth of Representations and Warranties.
The representations and warranties of Purchaser contained in this Agreement
shall be true at and as of the closing date as though such representations and
warranties were made at and as of the transfer date.
7.02 Purchaser's Compliance with Covenants. Purchaser
shall have performed and complied with its obligations under this Agreement
which are to be performed or complied with by it prior to or on the closing
date.
7.03 Absence of Suit.
No action, suit or proceedings before any court or any governmental or
regulatory authority shall have been commenced or threatened and, no
investigation by any governmental or regulatory authority shall have been
commenced against Purchaser, or any of the affiliates, associates, officers or
directors of the Purchaser seeking to restrain, prevent or change the
transactions contemplated hereby, or questioning the validity or legality of
any such transactions, or seeking damages in connection with any of such
transactions.
7.04 Receipt of Approvals, Etc.
All approvals, consents and/or waivers that are necessary to effect the
transactions contemplated hereby shall have been received.
7.05 No Material Adverse Change.
As of the closing date there shall not have occurred any material adverse
change which materially impairs the ability of the Purchaser to conduct its
business or the earning power thereof on the same basis as in the past.
7.06 Accuracy of Financial Statements.
The Company and the Shareholders shall be satisfied as to the accuracy of
all balance sheets, statements of income and other financial statements of the
Purchaser furnished to the Company herewith.
7.07 Proceedings and Instruments Satisfactory; Certificates.
All proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as the Company may request shall have
been delivered to the Company. The Purchaser shall have delivered
certificates in such detail as the Shareholders may request as to compliance
with the conditions set forth in this Article.
ARTICLE VIII
Indemnification
The Company shall indemnify Purchaser for any loss, cost, expense or other
damage suffered by Purchaser resulting from, arising out of, or incurred with
respect to the falsity or the breach of any representation, warranty or
covenant made by the Company herein, and any claims arising from the
operations of the Company prior to the closing date. Purchaser shall
indemnify and hold the Company and Shareholders harmless from and against any
loss, cost, expense or other damage (including, without limitation, attorneys'
fees and expenses) resulting from, arising out of, or incurred with respect
to, or alleged to result from, arise out of or have been incurred with respect
to, the falsity or the breach of any representation, covenant, warranty or
agreement made by Purchaser herein.
ARTICLE IX
Security Act Provisions
9.1 Restrictions on Disposition of Shares. Shareholders
covenant and warrant that the shares received are acquired for their own
accounts and not with the present view towards the distribution thereof and
will not dispose of such shares except (i) pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or (ii)
in any other transaction which, in the opinion of counsel, acceptable to
Purchaser, is exempt from registration under the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. In order to effectuate the covenants of this
sub-section, an appropriate endorsement will be placed upon each of the
certificates of common stock of the Purchaser at the time of distribution of
such shares pursuant to this Agreement, and stop transfer instructions shall
be placed with the transfer agent for the securities.
9.02 Notice of Limitation Upon Disposition.
Each Shareholder is aware that the shares distributed pursuant to this
Agreement will not have been registered pursuant to the Securities Act of
1933, as amended; and, therefore, under current interpretations and applicable
rules, the shareholder will probably have to retain such shares for a period
of at least one year and at the expiration of such one year period sales may
be confined to brokerage transactions of limited amounts requiring certain
notification filings with the Securities and Exchange Commission and such
disposition may be available only if the Purchaser is current in its filings
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, or other public disclosure requirements, and the other limitations
imposed thereby on the disposition of shares of the Purchaser. Additionally,
"affiliates" owning shares will be subject to additional restrictions limiting
sales.
9.03 Limited Public Market for Common Shares.
Each Shareholder acknowledges that the common shares being issued pursuant
to this agreement currently has a limited public market in which the shares
may be liquidated and there is no assurance that such public market will grow
or develop.
ARTICLE X
Closing
10.01 Time.
The closing of this transaction ("closing") shall be effective September 7,
1999. Such date is referred to in this agreement as the "closing date."
Provided, however, that additional documents necessary to complete the
transaction may be executed and provided subsequent to the closing date.
10.02 Documents To Be Delivered by Shareholders.
At the closing Shareholders shall deliver to Purchaser the following
documents:
(a) Certificates or assignments for all Shares of ownership of the
Company in the manner and form required by sub-section 1.01 hereof.
(b) A certificate signed by the Management of the Company that the
representations and warranties made by the Company in this Agreement are true
and correct on and as of the closing date with the same effect as though such
representations and warranties had been made on or given on and as of the
closing date and that Shareholders have performed and complied with all of
their obligations under this Agreement which are to be performed or complied
with by or prior to or on the closing date.
(c) A copy of the Bylaws of the Company certified by its secretary and a
copy of the Articles of Incorporation of the Company certified by the
secretary of state.
(d) Certificates or letters from Shareholders evidencing the taking of
the shares in accordance with the provisions of this agreement and their
understanding of the restrictions thereunder.
(e) Such other documents of transfer, certificates of authority and
other documents as Purchaser may reasonably request.
10.03 Documents To Be Delivered by Purchaser.
At the closing Purchaser shall deliver to Shareholders the following
documents:
(a) Certificates for the number of shares of common stock of Purchaser
as determined in Article 1 hereof.
(b) A certified copy of the duly adopted resolutions of the Board of
Directors of Purchaser authorizing or ratifying the execution and performance
of this Agreement and authorizing or ratifying the acts of its officers and
employees in carrying out the terms and provisions thereof.
ARTICLE XI
Termination and Abandonment
This Agreement may be terminated and the transaction provided for by this
Agreement may be abandoned without liability on the part of any part to any
other, at any time before the closing date, or on a post closing basis as
provided previously herein:
(a) By mutual consent of Purchaser, the Company and the Shareholders;
(b) By Purchaser if any of the conditions provided for in Article 6 of
this Agreement have not been met and have not been waived in writing by
Purchaser.
(c) By the Company if any of the conditions provided for in Article 7 of
this Agreement have not been met and have not been waived in writing by the
Company.
In the event of termination and abandonment by any party as above provided
in this Article, written notice shall forthwith be given to the other party,
and each party shall pay its own expenses incident to preparation for the
consummation of this Agreement and the transactions contemplated hereunder.
ARTICLE XII
Miscellaneous
12.01 Notices.
All notices, requests, demands and other communications hereunder shall be
deemed to have been duly given, if delivered by hand or mailed, certified or
registered mail with postage prepaid:
(a) If to The Company, Inc., or its Shareholders, to Xxxx X. Xxxxxx,
P.A. at 00000-X Xxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, or to such
other person and place as the Company and its Shareholders shall furnish to
Purchaser in writing.
(b) If to Purchaser, to Xxxxxx X. Xxxxx at 0000 Xxxxx Xxxxx Xxxx Xxxxxx,
Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, or to such other person and place as
Purchaser shall furnish to Company in writing.
12.02 Announcements.
Announcements concerning the transactions provided for in this Agreement by
either the Company or Purchaser shall be subject to the approval of the other
in all essential respects, except that the approval of the Company shall not
be required as to any statements and other information which Purchaser may
submit to its shareholders.
12.03 Default.
Should any party to this Agreement default in any of the covenants,
conditions, or promises contained herein, the defaulting party shall pay all
costs and expenses, including a reasonable attorney's fee, which may arise or
accrue from enforcing this Agreement, or in pursuing any remedy provided
hereunder or by the statutes of the State of Nevada, United States of America.
12.04 Assignment.
This Agreement may not be assigned in whole or in part by the parties
hereto without the prior written consent of the other party or parties, which
consent shall not be unreasonably withheld.
12.05 Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their successors and assigns.
12.06 Holidays.
If any obligation or act required to be performed hereunder shall fall due
on a Saturday, Sunday or other day which is a legal holiday established by the
State of Nevada, such obligation or act may be performed on the next
succeeding business day with the same effect as if it had been performed upon
the day appointed.
12.07 Computation of Time.
The time in which any obligation or act provided by this Agreement is to be
performed is computed by excluding the first day and including the last,
unless the last day is a holiday, in which event such day shall also be
excluded.
12.08 Governing Law and Venue.
This Agreement shall be governed by and interpreted pursuant to the laws of
the Sate of Nevada. Any action to enforce the provisions of this Agreement
shall be brought in a court of competent jurisdiction within the State of
Nevada and in no other place.
12.09 Partial Invalidity.
If any term, covenant, condition or provision of this Agreement or the
application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Agreement or application of
such term or provision to persons or circumstances other than those as to
which it is held to be invalid or unenforceable shall not be affected thereby
and each term, covenant, condition or provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by law.
12.10 No Other Agreements.
This Agreement constitutes the entire Agreement between the parties and
there are and will be no oral representations which will be binding upon any
of the parties hereto.
12.11 Rights are Cumulative.
The rights and remedies granted hereunder shall be in addition to and
cumulative of any other rights or remedies provided under the laws of the
State of Nevada.
12.12 Waiver.
No delay or failure in the exercise of any power or right shall operate as
a waiver thereof or as an acquiescence in default. No single or partial
exercise of any power or right hereunder shall preclude any other or further
exercise thereof or the exercise of any other power or right.
12.13 Survival of Covenants, Etc.
All covenants, representations, and warranties made herein to any parties
or in any statement or document delivered to any party hereto, shall survive
the making of this Agreement and shall remain in full force and effect until
the obligations of such party hereunder have been fully satisfied.
12.14 Further Action.
The parties hereto agree to execute and deliver such additional documents
and to take such other and further action as may be required to carry out
fully the transaction(s) contemplated herein.
12.15 Amendment.
This Agreement or any provision hereof may not be changed, waived,
terminated or discharged except by means of a written supplemental instrument
signed by the party or parties against whom enforcement of the change, waiver,
termination, or discharge is sought.
12.16 Headings.
The descriptive headings of the various Sections or parts of this
Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
12.17 Counterparts.
This agreement may be executed in two or more partially or fully executed
counterparts, each of which shall be deemed an original and shall bind the
signatory, but all of which together shall constitute but one and the same
instrument, provided that Purchaser shall have no obligations hereunder until
all Shareholders have become signatories hereto.
IN WITNESS WHEREOF, the parties hereto executed the foregoing Acquisition
Agreement effective the 1st day of September, 1999.
PROSPECTOR ENERGY, INC.
By /s/ Xxxxxx Xxxxx
--------------------
Xxxxxx Xxxxx, Vice President
Company: XXXXXXXXXX.XXX, INC.
By /s/ Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx, Chairman
SHAREHOLDERS:
Xxxxxx X. Xxxxxx
SCHEDULE A
List of those persons to sell shares of Xxxxxxxxxx.Xxx, Inc. pursuant to
the Acquisition Agreement and Plan of Reorganization.
Name Shares To Be Purchased
Xxxxxx X. Xxxxxx 1,000
Total
SCHEDULE B
List of those persons to receive shares of Prospector Energy, Inc.
pursuant to the Acquisition Agreement and Plan of Reorganization.
Name Shares To Be Issued
Xxxxxx X. Xxxxxx 12,500,000
Total
CERTIFICATE OF SHAREHOLDERS
OF
PEOPLESWAY, COM, INC.
Each of the undersigned shareholders (the "Shareholders") of
Xxxxxxxxxx.Xxx, Inc., a North Carolina corporation (the "Company") represents
that they have performed all of the obligations to be preformed by them on or
before the Closing under the Acquisition Agreement and Plan of Reorganization
by and among Prospector Energy, Inc. a Nevada corporation, the Company and
Shareholders and that they have clear and unencumbered title and ownership to
the shares of the Company.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands effective
the 1st day of September, 1999.
/s/ Xxxxxx X. Xxxxxx
--------------------
CERTIFICATE
OF
XXXXXXXXXX.XXX, INC.
The undersigned, Xxxxxx X. Xxxxxx, hereby certifies that he is the Chairman
of Xxxxxxxxxx.Xxx, Inc. a North Carolina corporation (the "Company"), and
further certifies as follows:
1. That the representations and warranties of the Company contained in the
Acquisition Agreement and Plan of Reorganization (the "Agreement") by and
among Prospector Energy, Inc., a Nevada corporation, the Company and the
Shareholders of the Company, are true and correct at and as of the date
hereof.
2. The obligations and covenants of the Company to be performed and observed
on or before the Closing as defined in the Agreement, have been duly performed
and observed.
3. Except as otherwise disclosed in the Agreement, there has not occurred
since the date thereof any adverse change in the business, condition
(financial or otherwise), assets or liabilities of the Company or any event or
condition of any character adversely affecting the Company.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands effective
the 1st day of September, 1999.
Xxxxxxxxxx.Xxx, Inc.
By /s/ Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx, Chairman
CERTIFICATE
OF
PROSPECTOR ENERGY, INC.
The undersigned, Xxxxxx Xxxxx, hereby certifies that he is the Vice President
and Secretary, of Prospector Energy, Inc. a Nevada corporation ("PEI"), and
further certifies as follows:
1. That the representations and warranties of PEI contained in the
Acquisition Agreement and Plan of Reorganization (the "Agreement"), by and
among PEI, Xxxxxxxxxx.Xxx, Inc. a North Carolina corporation, and the
Shareholders of Xxxxxxxxxx.Xxx, Inc. are true and correct at and as of the
date hereof.
2. The obligations and covenants of PEI to be performed and observed on or
before the Closing as defined in the Agreement, have been duly performed and
observed.
3. Except as otherwise disclosed in the Agreement, there has not occurred
since the date thereof, any adverse change in the business, condition
(financial or otherwise), assets or liabilities of PEI or any event or
condition of any character adversely affecting PEI.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands effective
the 1st day of September, 1999.
Prospector Energy, Inc.
By: /s/ Xxxxxx Xxxxx
--------------------
Xxxxxx Xxxxx, Vice President
By:/s/ Xxxxxx Xxxxx
--------------------
Xxxxxx Xxxxx, Secretary
