EXHIBIT 2.1
-----------
----------
AGREEMENT AND PLAN OF REORGANIZATION
By and among
FSGI CORPORATION
as PURCHASER
and
THE MARTIAL ARTS NETWORK, INC.
as SELLER
----------
December 21, 1998
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "AGREEMENT") is made and
entered into this 21st day of December, 1998 by and among FSGI CORPORATION, a
Florida corporation (hereinafter referred to as "PURCHASER"), & THE MARTIAL ARTS
NETWORK, INC., a Delaware corporation, (hereinafter referred to as "SELLER"),
relating to the acquisition by PURCHASER of all of the outstanding common
capital stock of THE MARTIAL ARTS NETWORK ON-LINE, INC. (hereinafter referred to
as "MANO"), a wholly-owned subsidiary of the SELLER.
RECITALS
--------
A. Seller owns all of the issued and outstanding shares of the
capital stock of MANO.
B. PURCHASER is willing to acquire all of the issued and
outstanding capital stock of MANO, making MANO a wholly-owned
subsidiary of PURCHASER, and the SELLER desires to exchange all
of it's shares of MANO's capital stock for authorized by
unissued shares of Common Stock $.001 par value (the "Common
Stock") of PURCHASER as hereinafter provided.
C. It is the intention of the parties hereto that: (i) PURCHASER
shall acquire all of the issued and outstanding capital stock of
MANO in exchange solely for the consideration set forth below
(the "Exchange")' (ii) the Exchange shall qualify as a tax-free
reorganization under Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended, and related sections
thereunder; and (iii) the Exchange shall qualify as a
transaction in securities exempt from registration or
qualification under the Securities Act of 1933, as amended, and
under the applicable securities laws of each jurisdiction where
the SELLER is located.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this AGREEMENT, the parties hereto
agree as follows:
SECTION 1. PURCHASE OF SHARES
------------------------------
1.1 ACQUISITION OF SHARES - PURCHASER and SELLER hereby agree that
the SELLER shall, on the Closing Date (as hereinafter defined),
exchange all of the issued and outstanding shares of capital
stock of MANO (the "MANO SHARES") and PURCHASER shall issue to
the SELLER an aggregate of three million (3,000,000) Shares of
PURCHASER'S Restricted Common Stock (the "PURCHASER SHARES") and
an option to purchase up to one million additional shares
(1,000,000) of PURCHASER'S Restricted Common Stock at a purchase
price of $1.00 (the "OPTIONS"). The allocation of the PURCHASER
SHARES and OPTIONS to the SELLER is set forth on Exhibit A
hereto.
1.2 DELIVERY OF MANO SHARES - On the Closing Date, the SELLER will
deliver to PURCHASER the certificates representing the MANO
SHARES, duly endorsed (or with executed stock powers) so as to
make PURCHASER the sole owner thereof. Simultaneously, PURCHASER
will deliver certificates representing the PURCHASER SHARES to
the SELLER.
1.3 TAX-FREE REORGANIZATION - SELLER acknowledges that, in the event
that capital stock of MANO representing at least 80% in interest
of MANO is not exchanged for shares of PURCHASER Common Stock
pursuant hereto, the Exchange will not qualify as a tax-free
reorganization under Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended.
1.4 INVESTMENT INTENT - The PURCHASER SHARES have not been
registered under the Securities Act of 1933, as amended (the
"ACT"), and may not be resold unless the PURCHASER SHARES are
registered under the ACT or an exemption from such registration
is available. The SELLER represents and warrants that it is
acquiring the PURCHASER SHARES for its own account, for
investment, and not with a view to the sale or distribution of
the PURCHASER SHARES. Each certificate representing the
PURCHASER SHARES will have a legend thereon incorporating
language as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"ACT"). The shares have been acquired for investment and may not
be sold or transferred in the absence of an effective
Registration Statement for the shares under the ACT unless in
the opinion of counsel satisfactory to the Company, registration
is not required under the ACT."
SECTION 2. REPRESENTATION AND WARRANTIES OF SELLER REGARDING MANO
------------------------------------------------------------------
SELLER hereby represents and warrants as follows:
2.1 ORGANIZATION AND GOOD STANDING - MANO is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Florida, and is entitled to own or lease its
properties and to carry on its business as and in the places
where such properties are now owned, leased or operated and such
business is now conducted. MANO does not have any subsidiaries.
2.2 OWNERSHIP OF MANO SHARES - The SELLER represents as to its
ownership of MANO Shares, it is the owner of record and
beneficially of all of the shares of capital stock of MANO
listed on Exhibit A hereto, all of which shares are free and
clear of all rights, claims, liens and encumbrances, and have
not been sold, pledged, assigned or otherwise transferred except
pursuant to this AGREEMENT. There are no outstanding
subscriptions, rights, options, warrants or other agreements
obligating MANO to issue, sell or transfer any stock or other
securities of MANO.
2.3 FINANCIAL STATEMENTS, BOOKS AND RECORDS - MANO was organized on
May 23, 1996, and has only nominal assets or liabilities.
2.4 NO MATERIAL ADVERSE CHANGES - Since the date of MANO's
organization, there has not been:
(i) any material adverse change in the assets,
operations, condition (financial or otherwise)
or prospective business of MANO;
(ii) any damage, destruction or loss materially affecting
the assets, prospective business, operations or
condition (financial or otherwise) of MANO, whether or
not covered by insurance;
(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption
or repurchase of MANO's capital stock;
(iv) any sale of an asset (other than in the ordinary
course of business) or any mortgage or pledge by
MANO of any properties or assets; or
(v) adoption of any pension, profit sharing,
retirement, stock bonus, stock option or similar
plan or arrangement.
2.5 COMPLIANCE WITH LAWS - MANO has complied with all federal,
state, county and local laws, ordinances, regulations,
inspections, orders, judgments, injunctions, awards or decrees
applicable to it or its business which, if not complied with,
would materially and adversely affect the business of MANO.
2.6 NO BREACH -The execution, delivery and performance of this
AGREEMENT and the consummation of the transactions contemplated
hereby will not:
(i) violate any provisions of the Charter or By-Laws of
MANO;
(ii) violate, conflict with or result in the breach of any of
the terms of, result in a material modification of,
otherwise given any contracting party the right to
terminate, or constitute (or with notice or lapse of
time or both constitute) a default under, any contract
or other agreement to which MANO is a party or by or to
which it or any of its assets or properties may be bound
or subject;
(iii) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory
body against, or binding upon, MANO, or upon the
properties or business of MANO; or
(iv) violate any statute, law or regulation of any
jurisdiction applicable to the transactions contemplated
herein which could have a materially adverse effect on
the business or operations of MANO.
2.7 ACTIONS AND PROCEEDINGS - There is not outstanding order,
judgment, injunction, award or decree of any court, governmental
or regulatory body or arbitration tribunal against or involving
MANO. There is no action, suit or claim or legal, administrative
or arbitral proceeding or (whether or not the defense thereof or
liabilities in respect thereof are covered by insurance) pending
or threatened against or involving MANO or any of its properties
or assets.
2.8 BROKERS OR FINDERS - No broker's or finder's fee will be payable
by MANO in connection with the transaction contemplated by this
AGREEMENT, nor will any such fee be incurred as a result of any
actions by MANO.
2.9 REAL ESTATE - MANO neither owns real property nor is a party to
any leasehold agreement.
2.10 TANGIBLE ASSETS - MANO has full title and interest in all
machinery, equipment, furniture, leasehold improvements,
fixtures, vehicles, structures, owned or leased by MANO, any
related capitalized items or other tangible property material to
the business of MANO (the "Tangible Assets"). MANO holds all
rights, title and interest in all the Tangible Assets owned by
it free and clear of all liens, pledges, mortgages, security
interests, conditional sales contracts or any other
encumbrances.
2.11 LIABILITIES - MANO does not have any material direct or indirect
indebtedness, liability, claim, loss, damage, deficiency,
obligation or responsibility, known or unknown, fixed or
unfixed, liquidated or unliquidated, secured or unsecured,
accrued or absolute, contingent or otherwise, (all of the
foregoing collectively defined to as "Liabilities"). As of the
Closing Date, MANO will not have any Liabilities, other than
Liabilities incurred in the ordinary course of business.
2.12 OPERATIONS OF MANO - At the Closing Date, MANO has not and will
not have:
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any
distribution of any kind to any shareholder, or made any
direct or indirect redemption, retirement, purchase or
other acquisition of any shares in its capital stock;
(iii) made any material loan or advance to any shareholder,
officer, director, employee, consultant, agent or other
representative or made any other material loan or
advance otherwise than in the ordinary course of
business;
(iv) except in the ordinary course of business, incurred or
assumed any material indebtedness or liability (whether
or not currently due and payable); or
(v) disposed of any assets of MANO except in the ordinary
course of business.
2.13 CAPITALIZATION - The authorized capital stock of MANO consists
of 1,000,000 shares of common stock of which 100,000 shares are
presently issued and outstanding. MANO has not granted, issued
or agreed to grant, issue or make available any warrants,
options, subscription rights or any other commitments of any
character relating to the issued or unissued shares of capital
stock of MANO.
2.14 FULL DISCLOSURE - No representation or warranty by MANO in this
AGREEMENT or in any document or schedule to be delivered by them
pursuant hereto, and no written statement, certificate or
instrument furnished or to be furnished to PURCHASER pursuant
hereto or in connection with the negotiation, execution or
performance of this AGREEMENT contains or will contain any
untrue statement of a material fact or omits or will omit to
state any fact necessary to make any statement herein or therein
not materially misleading or necessary to a complete and correct
presentation of all material aspects of the businesses of MANO.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER
-------------------------------------------------------
PURCHASER hereby represents and warrants to SELLER as follows:
3.1 ORGANIZATION AND GOOD STANDING - PURCHASER is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Florida, and is entitled to own or lease its
properties and to carry on its business as and in the places
where such properties are now owned, leased, or operated and
such business is now conducted. The authorized capital stock of
PURCHASER consists of 20,000,000 shares of Common Stock, of
which 1,800,000 shares are presently issued and outstanding, and
2,000,000 Shares of Preferred Stock, NO shares of which are
issued and outstanding. PURCHASER is duly licensed or qualified
and in good standing as a foreign corporation where the
character of the properties owned by PURCHASER or the nature of
the business transacted by it make such license or qualification
necessary.
3.2 THE PURCHASER SHARES -The PURCHASER SHARES to be issued to the
SELLER have been or will have been duly authorized by all
necessary corporate and shareholder actions and, when so issued
in accordance with the terms of this AGREEMENT, will be validly
issued, fully paid and non-assessable.
3.3 FINANCIAL STATEMENTS, BOOKS AND RECORDS - The unaudited balance
sheet of PURCHASER as of June 30, 1998, and statement of
operations for the period then ended previously delivered were
prepared in accordance with generally accepted accounting
principles, except for the exclusion of footnotes, applied on a
consistent basis with prior periods, and such financial
statements fairly represent the financial position of PURCHASER
as at such dates and the results of its operations for the
periods then ended.
3.4 NO MATERIAL ADVERSE CHANGES - Since June 30, 1998, there has not
been:
(i) any material adverse change in the assets, operations,
condition (financial or otherwise) or prospective
business of PURCHASER;
(ii) any damage, destruction or loss materially affecting the
assets, prospective business, operations or condition
(financial or otherwise) of PURCHASER, whether or not
covered by insurance;
(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption
or repurchase of PURCHASER's capital stock;
(iv) any sale of an asset (other than in the ordinary course
of business) or any mortgage or pledge by PURCHASER of
any properties or assets; or
(v) adoption of any pension, profit sharing, retirement,
stock bonus, stock option or similar plan or
arrangement.
3.5 COMPLIANCE WITH LAWS - PURCHASER has complied with all federal,
state, county and local laws, ordinances, regulations,
inspections, orders, judgments, injunctions, awards or decrees
applicable to their businesses which, if not complied with,
would materially and adversely affect the business of PURCHASER
or the trading market for the shares of PURCHASER's Common
Stock.
3.6 NO BREACH - The execution, delivery and performance of this
AGREEMENT and the consummation of the transactions contemplated
hereby will not:
(i) violate any provision of the Articles of Incorporation
or By-Laws of PURCHASER;
(ii) violate, conflict with or result in the breach of any of
the terms of, result in a material modification of,
otherwise give any other contracting party the right to
terminate, or constitute (or with notice or lapse of
time or both constitute) a default under, any contract
or other agreement to which PURCHASER is a party or by
or to which it or any of its assets or properties may be
bound or subject;
(iii) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory
body against, or binding upon, PURCHASER or upon the
securities properties or business of PURCHASER; or
(iv) violate any statute, law or regulation or any
jurisdiction applicable to the transactions contemplated
herein.
3.7 ACTIONS AND PROCEEDINGS - There is no outstanding order,
judgment, injunction, award or decree of any court, governmental
or regulatory body or arbitration tribunal against or involving
PURCHASER. There is no action, suit or claim or legal,
administrative or arbitral proceeding or (whether or not the
defense thereof or liabilities in respect thereof are covered by
insurance) pending or threatened against or involving PURCHASER
or any of its properties or assets. Except as set forth on
Schedule 3.7, there is no fact, event or circumstances that may
give rise to any suit, action, claim, investigation or
proceeding.
3.8 BROKERS OR FINDERS - No broker's or finder's fee will be payable
by PURCHASER in connection with the transaction contemplated by
this AGREEMENT, nor will any such fee be incurred as a result of
any actions by PURCHASER.
3.9 LIABILITIES - PURCHASER does not have any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency,
obligation or responsibility, known or unknown, fixed or
unfixed, liquidated or unliquidated, secured or unsecured,
accrued or absolute, contingent or otherwise, including, without
limitation, any liability on account of taxes, any other
governmental charge or lawsuit (all of the foregoing
collectively defined to as "Liabilities"), which were not fully,
fairly and adequately reflected on the June 30, 1998 Balance
Sheet. As of the Closing Date, PURCHASER will not have any
Liabilities, other than Liabilities fully and adequately
reflected on the June 30, 1998 Sheet, except for Liabilities
incurred in the ordinary course of business.
3.10 OTC BULLETIN BOARD REPORTING OBLIGATIONS - PURCHASER's shares of
Common Stock are traded on the OTC Bulletin Board under the
symbol "FSGI," PURCHASER is not subject to the periodic
reporting responsibilities under the Securities Exchange Act of
1934, and has not registered its Common Stock under Section
12(g) of such ACT.
3.11 OPERATIONS OF PURCHASER - Except as set forth on Schedule 3.11,
since June 30, 1998 and through the Closing Date hereof,
PURCHASER has not and will not have:
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any
distribution of any kind to any shareholder, or made any
direct or indirect redemption, retirement, purchase or
other acquisition of any shares in its capital stock;
(iii) made any loan or advance to any shareholder, officer,
director, employee, consultant, agent or other
representative or made any other loan or advance
otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or
assumed any indebtedness or liability (whether or not
currently due and payable);
(v) disposed of any assets of PURCHASER except in the
ordinary course of business; or
(vi) issued any equity securities or rights to acquire such
equity securities except as contemplated by the Stock
Purchase AGREEMENT.
3.12 AUTHORITY TO EXECUTE AND PERFORM AGREEMENTS - PURCHASER has the
full legal right and power and all authority and approval
required to enter into, execute and deliver this AGREEMENT and
to perform fully its obligations hereunder. This AGREEMENT has
been duly executed and delivered and is the valid and binding
obligation of PURCHASER, enforceable in accordance with its
terms, except as may be limited by bankruptcy, moratorium,
insolvency or other similar laws generally affecting the
enforcement of creditors' rights. The execution and delivery of
this AGREEMENT and the consummation of the transactions
contemplated hereby and the performance by PURCHASER of this
AGREEMENT, in accordance with its respective terms and
conditions will not:
(i) require the approval or consent of any governmental or
regulatory body, the shareholders of PURCHASER, or the
approval or consent of any other person;
(ii) conflict with or result in any breach or violation of
any of the terms and conditions of, or constitute (or
with any notice or lapse of time or both would
constitute) a default under, any order, judgment or
decree applicable to PURCHASER, or any instrument,
contract or other agreement to which PURCHASER is a
party or by or to which PURCHASER is bound or subject;
or
(iii) result in the creation of any lien or other encumbrance
on the assets or properties of PURCHASER.
3.13 FULL DISCLOSURE - No representation or warranty by PURCHASER in
this AGREEMENT or in any document or schedule to be delivered by
it pursuant hereto, and no written statement, certificate or
instrument furnished or to be furnished to MANO or the MANO
Shareholders pursuant hereto or in connection with the execution
or performance of this AGREEMENT contains or will contain any
untrue statement of a material fact or omits or will omit to
state any fact necessary to make any statement herein or therein
not materially misleading or necessary to a complete and correct
presentation of all material aspects of the business of
PURCHASER.
SECTION 4. COVENANTS
---------------------
4.1 CORPORATE EXAMINATIONS AND INVESTIGATIONS - Prior to the Closing
Date, the parties acknowledge that they have been entitled,
through their employees and representatives, to make such
investigation and verification of the assets, properties,
business and operations, books, records and financial condition
of the other, including communications with suppliers, vendors
and customers, as they each may reasonably require. No
investigation by a party hereto shall, however, diminish or
waive in any way any of the representations, warranties,
covenants or agreements of the other party under this AGREEMENT.
Consummation of this AGREEMENT shall be subject to the
fulfillment of due diligence procedures to the reasonable
satisfaction of each of the parties hereto and their respective
counsel.
4.2 EXPENSES - Each party hereto agrees to pay its own costs and
expenses incurred in negotiating this AGREEMENT and consummating
the transactions described herein.
4.3 FURTHER ASSURANCES - The parties shall execute such documents
and other papers and take such further actions as may be
reasonably required or desirable to carry out the provisions
hereof and the transactions contemplated hereby. Each such party
shall use its best efforts to fulfill or obtain the fulfillment
of the conditions to the Closing, including, without limitation,
the execution and delivery of any documents or other papers, the
execution and delivery of which are necessary or appropriate to
the Closing.
4.4 CONFIDENTIALITY - In the event the transactions contemplated by
this AGREEMENT are not consummated, each of the parties hereto
agree to keep confidential any information disclosed to each
other in connection therewith for a period of two (2) years from
the date hereof; provided, however, such obligation shall not
apply to information which:
(i) at the time of disclosure was public knowledge;
(ii) after the time of disclosure becomes public knowledge
(except due to the action of the receiving party); or
(iii) the receiving party had within its possession at the
time of disclosure.
4.5 STOCK CERTIFICATES AND CONSIDERATION - At the Closing, SELLER
shall have delivered the certificates representing the MANO
Shares duly endorsed (or with executed stock powers) so as to
make PURCHASER the sole owner thereof. At such Closing,
PURCHASER shall issue to Seller the PURCHASER SHARES as provided
herein.
4.6 ADDITIONAL MANAGEMENT OF PURCHASER - Directors and officers
designated by the SELLER shall be elected by PURCHASER. At the
time of the Closing, PURCHASER shall enter into employment and
consulting agreements with key employees and consultants as
mutually agreed upon by the parties hereto.
4.7 RIGHT TO PURCHASE - On or within 90 days of the Closing, Xxxxx
Xxxxx, the President of PURCHASER, shall have the right to
acquire the audit division of PURCHASER for a purchase price of
$1.00. In addition, any and all funds belonging to and/or debts
owed on behalf of the wholly-owned subsidiary Financial
Standards Group, Inc., shall remain with Financial Standards
Group, Inc., including all leases, contracts, and encumbrances.
SECTION 5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF PURCHASER
-------------------------------------------------------------------
Notwithstanding any right of the SELLER to fully investigate the
affairs of PURCHASER, the former shall have the right to rely
fully upon the representations, warranties, covenants and
agreements of PURCHASER contained in this AGREEMENT or in any
document delivered by PURCHASER or any of its representatives,
in connection with the transactions contemplated by this
AGREEMENT. All such representations, warranties, covenants and
agreements shall survive the execution and delivery hereof and
the Closing Date hereunder for twelve (12) months following the
Closing.
SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF SELLER
----------------------------------------------------------------
Notwithstanding any right of PURCHASER TO fully investigate the
affairs of MANO, PURCHASER has the right to rely fully upon the
representations, warranties, covenants and agreements of SELLER
contained in this AGREEMENT or in any document delivered to
PURCHASER by the latter or any of their representatives in
connection with the transactions contemplated by this AGREEMENT.
All such representations, warranties, covenants and agreements
shall survive the execution and delivery hereof and the Closing
Date hereunder for twelve (12) months following the Closing.
SECTION 7. INDEMNIFICATION
---------------------------
7.1 OBLIGATION OF PURCHASER TO INDEMNIFY - Subject to the
limitations on the survival of representations and warranties
contained in Section 5, PURCHASER hereby agrees to forever
indemnify, defend and hold harmless the SELLER from and against
any losses, liabilities, damages, deficiencies, costs or
expenses (including interest, penalties and reasonable
attorneys' fees and disbursements) (a "LOSS") based upon,
arising out of or otherwise due to any inaccuracy in or any
breach of any representation, warranty, covenant or agreement of
PURCHASER contained in this AGREEMENT or in any document or
other writing delivered pursuant to this AGREEMENT or any verbal
representation.
7.2 OBLIGATION OF MANO AND THE MANO SHAREHOLDERS TO INDEMNIFY -
Subject to the limitations on the survival of representations
and warranties contained in Section 6, MANO and the MANO
Shareholders agree to indemnify, defend and hold harmless
PURCHASER to the extent provided for herein, from and against
any Loss, based upon, arising out of or otherwise due to any
inaccuracy in or any breach of any representation, warranty,
covenant or agreement made by any of them and contained in this
AGREEMENT or in any document or other writing delivered pursuant
to this AGREEMENT.
SECTION 8. THE CLOSING
-----------------------
The Closing shall take place simultaneously with the execution
hereof. At the Closing, the parties shall provide each other
with such documents as may be necessary or appropriate and
customary in transactions of this sort in order to consummate
the transactions contemplated hereby including evidence of due
authorization of the AGREEMENT and the transactions contemplated
hereby.
SECTION 9. MISCELLANEOUS
-------------------------
9.1 WAIVERS - The waiver of a breach of this AGREEMENT or the
failure of any party hereto to exercise any right under this
AGREEMENT shall in no event constitute waiver as to any future
breach whether similar or dissimilar in nature or as to the
exercise of any further right under this AGREEMENT.
9.2 AMENDMENT - This AGREEMENT may be amended or modified only by an
instrument of equal formality signed by the parties or the duly
authorized representatives of the respective parties.
9.3 ASSIGNMENT - This AGREEMENT is not assignable except by
operation of law.
9.4 NOTICES - Until otherwise specified in writing, the mailing
addresses of both parties of this AGREEMENT shall be as follows:
SELLER: THE MARTIAL ARTS NETWORK, INC.
0000 Xxxxxxxxx Xxxxxxx Xxxxx #00
Xxxxxxx, XX 00000
PURCHASER: FSGI CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Any notice of statement given under this AGREEMENT shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address which shall have been furnished in
writing to the addressor.
9.5 GOVERNING LAW - This AGREEMENT shall be construed, and the legal
relations be the parties determined, in accordance with the laws
of the State of Florida, thereby precluding any choice of law
rules which may direct the application of the laws of any other
jurisdiction.
9.6 PUBLICITY - No publicity release or announcement concerning this
AGREEMENT or the transactions contemplated hereby shall be
issued by either party hereto at any time from the signing
hereof without advance approval in writing of the form and
substance thereof by the other party.
9.7 ENTIRE AGREEMENT - This AGREEMENT (including the Exhibits and
Schedules hereto) and the collateral agreements executed in
connection with the consummation of the transactions
contemplated herein contain the entire agreement among the
parties with respect to the purchase and issuance of the MANO
SHARES and the PURCHASER SHARES and related transactions, and
supersede all prior agreements, written or oral, with respect
thereto.
9.8 HEADINGS - The headings in this AGREEMENT are for reference
purposes only and shall not in any way affect the meaning or
interpretation of this AGREEMENT.
9.9 SEVERABILITY OF PROVISIONS - The invalidity or unenforceability
of any term, phrase, clause, paragraph, restriction, covenant,
agreement or other provision of this AGREEMENT shall in no way
affect the validity or enforcement of any other provision or any
part thereof.
9.10 COUNTERPARTS - This AGREEMENT may be executed in any number of
counterparts, each of which when so executed, shall constitute
an original copy hereof, but all of which together shall
consider but one and the same document.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT on the
date first above written.
FSGI CORPORATION
By: /S/ XXXXX XXXXX
-----------------------------
Xxxxx Xxxxx, President
THE MARTIAL ARTS NETWORK, INC.
By: /S/ XXXX XXXXXXXXXXX
-----------------------------
Xxxx Xxxxxxxxxxx, President
EXHIBIT A
---------
EXCHANGE WITH FSGI FOR THE MARTIAL ARTS NETWORK ONLINE, INC.
Shares of Shares of
Name of MANO to be PURCHASER to
SHAREHOLDER EXCHANGED BE RECEIVED
----------- --------- -----------
The Martial Arts Network, Inc. 100,000 3,000,000 (+ options previously notated)
