EXHIBIT 2.4
AGREEMENT AND PLAN OF REORGANIZATION
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THIS AGREEMENT made this 3/rd/ day of September, 1998 at Miami, Florida, by
and between HAPPY LANDINGS, INC., a Delaware corporation (hereinafter referred
to as "HLI") and ISLEUTH. COM, INC., a Florida corporation (hereinafter
referred to as "ICI").
NOW, THEREFORE, in order to consummate the foregoing Plan of reorganization
and in consideration of the mutual covenants and conditions contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, hereto agree as
follows:
1. THE EXCHANGE
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Upon the terms and subject to all of the conditions in this Agreement and
the performance by each of the parties of their respective obligations, HLI
agrees to transfer to ICI on the Closing Date (as hereinafter defined), that
certain Internet search engines and related technology including "Internet
Sleuth" and certain software and intellectual property rights related to such
Search engines and related technologies (the "Property"), pursuant to the Option
Agreement dated the 3rd day of August, 1998, by and between HAPPY LANDINGS, INC.
and MAVERICK COMMUNICATIONS CORP., which Agreement shall be incorporated herein.
Subject to the terms and conditions of this Agreement, and in full
consideration for the conveyance, transfer and delivery of the Property, ICI
hereby shall pay the Option Fee, pursuant to the Option Agreement and shall
assume the following liabilities: $10,000.00 payment shall be made to Xxxxxx
Xxxxxxx for the "Sleuth Maintenance" program currently being utilized by HLI;
Payment for HLI's unpaid legal fees, in an amount to be determined, not to
exceed $30,000.00 and Payment to Xxxxxx Xxxxxxx for services rendered in the
development of the NT Platform search technology if ICI, in its sole discretion
and option, decides to implement this technology. In addition to the above, ICI
shall issue to HLI or its assignee 200,000 shares of Common Stock, with said
Common Stock being restricted pursuant to Rule 144.
ICI will assume and will discharge and be liable for any debts,
liabilities, or obligations of HLI occurring on and after September 4, 1998,
including, without limitation, any (a) liabilities or obligations of HLI to its
creditors or stockholders as such or as creditors; (b) liabilities or
obligations of HLI with respect to any transactions occurring before the Closing
Date; (c) sales or income tax or other liabilities or obligations of HLI
incurred in connection with the sale of its properties, assets or business
pursuant to this Agreement, or in connection with its liquidation or
dissolution; (d) federal, state and local taxes arising out of HLI's operation
of its business; or (e) any contingent liabilities or obligations of HLI.
Notwithstanding the above, Xxxxx Xxxxxx shall be indemnified and held harmless
by ICI for the litigation with MRI.
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2. DISTRIBUTION AND LIQUIDATION
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In accordance with the applicable statues of the States of Florida and
Delaware, and after the dissolution of HLI shall have been authorized by the
required vote of the shareholders of HLI at a meeting thereof called for that
purpose by the Board of Directors of HLI:
(a) HLI shall distribute the Isleuth Shares and $120,000.00 (less any
anticipatory distribution of cash) to its shareholders according to their
respective interests;
(b) The other assets of HLI, or the proceeds of the sale thereof, shall be
distributed to the shareholders of HLI according to their respective interests,
in one or more distributions in liquidation of HLI, the amounts, times, and
manner of each such distribution, and the respective record dates for
determining the shareholders entitled to such distributions, to be as the Board
of Directors of HLI may provide; and
(c) Upon completing the liquidation of HLI, HLI shall be dissolved.
3. CLOSING AND CERTAIN RELATED MATTERS
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(a) Date and Place: The Closing shall take place at ICI's attorney's
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office on or before September 4, 1998 (the "Closing" or "Closing Date") unless
extended by mutual agreement of the parties. Notwithstanding the above, the
Closing may be made by mail and/or telefax.
(b) Failure to Timely Close: In the event that this transaction shall not
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close by the Closing Date, unless an extension is agreed to and by the parties,
then all parties shall be relieved of all obligations, commitments, liabilities
and responsibilities hereunder and this Agreement shall be deemed null, void and
of no force and effect.
(c) Instruments of Conveyance and Transfer: At the Closing HLI will
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deliver to ICI such documentation, and containing full warranties of title, as
shall be effective to vest in ICI good, absolute, and marketable title to HLI's
Property being transferred to ICI by HLI, free and clear of all liens, charges
and encumbrances, and restrictions whatsoever to the extent that HLI can do so
without third party consent, except as provided herein, and where the consent of
a third party is required to effect such assignment, the parties shall use their
good faith reasonable efforts to secure same; and
(d) Further Assurances to ICI: From time to time, after the Closing, at
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the request of ICI, HLI will execute and deliver to ICI such other instruments
of conveyance and transfer and take such other action as ICI may reasonably
require more effectively to
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convey, transfer to, and vest in ICI, and to put ICI in possession of, any and
all of HLI's Property to be conveyed, transferred, and delivered to ICI
hereunder.
4. REPRESENTATIONS AND WARRANTIES BY HLI
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As material inducement to ICI to execute and perform its obligations under
this Agreement, HLI hereby represents and warrants to ICI, as follows:
(a) Changes: Between the date of the execution of this Contract and the
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Closing date, HLI will not:
(i) Incur any obligations or liabilities, absolute, accrued,
contingent, or otherwise, except current liabilities incurred in the ordinary
course of business;
(ii) Mortgage, pledge, subject to lien, charge, or encumbrance, or
grant a security interest in, any of the assets, tangible or intangible to be
sold to ICI hereunder;
(iii) Cancel any debt or claim or sell or transfer any of the assets
or properties, that are to be sold to ICI hereunder, except in the ordinary
course of business;
(iv) Suffer any damage, destruction, or loss (whether or not covered
by insurance) affecting its properties, business, or prospects, or waive any
rights of substantial value; and/or
(v) Enter into any transaction other than in the ordinary course of
business.
(b) Title to HLI's Property: At the Closing, HLI to the best of its
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knowledge will have good, absolute, and marketable title to HLI's Property being
sold to ICI pursuant to this Agreement subject to no lease, mortgage, pledge,
lien, charge, security interest, encumbrance, or restriction whatsoever, except
as disclosed pursuant to this Agreement.
(c) No Default: HLI is not in default in any respect under any of the
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contracts, agreements, leases, documents, or other commitments to which it is a
party or otherwise bound.
(d) No Brokerage: HLI and ICI have not employed any broker or finder nor
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have incurred or will incur any broker's, finder's or similar fees, commissions
or expenses, in connection with the transactions contemplated by this Agreement.
(e) Litigation: Except as disclosed in this Agreement, there are no
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actions, suits or proceedings pending or threatened against HLI or affecting any
of its properties or rights, at law or in equity, or before any federal, state,
municipal or other governmental agency or instrumentality, domestic or foreign,
nor is HLI aware of any facts which to its knowledge might result in any such
action, suit or proceeding. Moreover, HLI is not in default
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with respect to any order or decree of any court or of any such governmental
agency or instrumentality.
(f) Compliance with Law and Other Instruments: HLI is not in violation of
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any term or provision of any charter, bylaw, mortgage, indenture, contract,
agreement, instrument, judgment, decree, order, statute, rule or regulations,
and the execution and delivery of and performance and compliance with this
Agreement will not result in the violation of or be in conflict with or
constitute a default under any such term or provision or result in the creation
of any mortgage, lien, encumbrance, or charge upon any of the properties or
assets of HLI pursuant to any such term or provision.
(g) Disclosure: No representation or warranty by HLI in this Agreement or
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in any writing attached hereto, contains or will contain any untrue statement of
material fact or omits or will omit to state any material fact (of which HLI has
knowledge or notice) required to make the statements herein or therein contained
not misleading.
(h) Taxes: HLI has filed or will file all required Federal and State
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Income Tax Returns and has paid or will pay all taxes as shown on such Returns.
The Federal Income Tax Returns of HLI have never been examined or audited by the
Internal Revenue Service. Adequate provision has been made for the payment of
all accrued and unpaid Federal, State or other taxes of whatever kind, whether
or not yet due and payable or whether or not disputed.
(i) HLI in Good Standing: HLI is duly organized, existing and in good
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standing under the laws of the State of Delaware.
5. ORGANIZATION OF ICI
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ICI is a corporation duly organized, validly existing and in good standing
under the laws of the State of Florida and has all requisite corporate power and
authority to enter into this Agreement, and to carry out and perform the terms
and provisions of this Agreement.
6. CONDITIONS PRECEDENT TO THE CLOSING BY ICI
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The obligation of ICI to consummate this Agreement is subject to and
conditioned upon the satisfaction, at or prior to the Closing, of each and every
of the following conditions:
(a) Compliance with Agreement: All the terms and conditions of this
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Agreement to be complied with and performed by HLI on or before the Closing
Date, including the delivery to ICI of all schedules, documents and instruments
required to be delivered to ICI by this Agreement, shall have been complied with
and performed.
(b) Representations and Warranties: The representations and warranties of
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HLI in Paragraph (5) hereof shall be deemed to have been made again on the
Closing Date and be then true and correct, subject to any changes contemplated
by this Agreement. There shall
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have been no materially adverse change in the financial condition of HLI.
(c) Transfer/Approval of all Governmental License(s): HLI shall use its
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best efforts to effectuate the transfer and/or help ICI obtain all required
governmental license(s) required pursuant to this Agreement. In the event ICI
shall not receive all required license(s) before the Closing, then all parties
shall use their best efforts to have all governmental license(s) be considered
effective, as of the date of the Closing.
7. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES
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The representations and warranties contained in and made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and shall
be deemed to have been made again at Closing. All representations and
warranties contained in this Agreement shall survive the Closing for a period of
three (3) years thereafter.
8. EXPENSES
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Each of the parties shall bear all of their own expenses incurred in
connection with this Agreement and in the consummation of the transactions
contemplated hereby and in preparation hereof.
9. AMENDMENT AND WAIVER
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This Agreement may be amended or modified at any time and in all respects,
or any provisions may be waived by an instrument in writing executed by ICI and
HLI, or either of them in the case of a waiver.
10. SEVERABILITY
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The invalidity of any one or more of the words, phrases, sentences,
clauses, sections or subsections contained in this Agreement shall not affect
the enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentence or
sentences, clause or clauses, section or sections, or subsection or subsections
had not been inserted.
11. CHOICE OF LAW
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It is the intention of the parties that the laws of the State of Florida
shall govern the validity of this Agreement, the construction of its terms, and
the interpretation of the rights and duties of the parties.
12. SECTIONS AND OTHER HEADINGS
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Sections, paragraphs, and other headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13. COUNTERPART EXECUTION
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This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute but one
and the same instrument.
14. GENDER
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All personal pronouns used in this Agreement shall include the other
genders whether used in the masculine, feminine or neuter gender, and the
singular shall include the plural whenever and as often as may be appropriate.
15. PARTIES IN INTEREST
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All the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of, and be enforceable by, HLI and ICI and their successors
and assigns.
16. INTEGRATED AGREEMENT
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This Agreement and the agreements attached as Exhibits hereto, constitute
the entire agreement between the parties hereto, and there are no agreements,
understandings, restrictions, warranties, or representations between the parties
other than those set forth herein or for which provisions have been made herein.
The rights, duties, responsibilities, representations and warranties of the
parties hereto and the covenants and agreements herein contained shall survive
the Closing and shall continue to bond the parties hereto, and shall continue in
full force and effect until each and every obligation of the parties hereto,
pursuant to this Agreement any documents or agreements incorporated herein by
reference, shall be fully performed.
17. ASSIGNABILITY OF INTEREST
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ICI shall not have the right to assign its rights under this Agreement,
without the written permission from HLI. HLI shall not have the right to assign
its rights under this Agreement, without the written permission from ICI.
18. ATTORNEY'S FEES AND COSTS
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In the event of any litigation arising out of this Agreement, the
prevailing party shall be entitled to recover reasonable attorney's fees and
costs from the non-prevailing party.
19. LITIGATION
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In the event of any litigation arising out of or related to this Agreement
and the consummation of the transactions contemplated hereby, venue shall be
proper only in Dade County, Florida.
IN WITNESS WHEREOF, the Parties have set their hands and seals on the day
and month above-written.
AS TO HLI: HAPPY LANDINGS, INC.,
a Delaware corporation
By:/s/ XXXXX XXXXXX
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XXXXX XXXXXX, President
AS TO ICI: ISLEUTH. COM, INC.,
a Florida corporation
By:/s/ XXXX X. XXXXXXX
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XXXX X. XXXXXXX, President
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