REORGANIZATION AND STOCK PURCHASE AGREEMENT
by and between
Lakota Energy, Inc.
a Colorado corporation
and
Voice Design, Inc.
a Texas corporation
and its shareholders
REORGANIZATION AND STOCK PURCHASE AGREEMENT
REORGANIZATION AND STOCK PURCHASE AGREEMENT ("Agreement"),
dated June 8, 1999, by and among Lakota Energy, Inc., a Colorado
corporation (hereinafter referred to as "Lakota"), Voice Design,
Inc., a Texas corporation (hereinafter referred to as "VDI"), and
Xxxxxxx "Xxxx" Xxxxxx, an individual (hereinafter referred to as
"Xxxxxx"), Xxxxxxx Xxxxxx, an individual ("Xxxxxxx"), and Xxxxxxx X.
Xxxxxx, Xx., an individual ("Xxxxxx") Each of Xxxxxx, Xxxxxxx, and
Xxxxxx shall be referred to as a "Shareholder" or the
"Shareholders"). Each of Lakota, VDI, and the Shareholders shall be
referred to herein as a "Party" and collectively as the "Parties."
W I T N E S S E T H
WHEREAS, the Shareholders collectively own 100% of the issued
and outstanding common stock of VDI (the "VDI Shares") as set forth
in Exhibit "A" attached hereto;
WHEREAS, the Shareholders desire to sell and Lakota desires to
purchase the VDI Shares in accordance with the terms set forth herein;
NOW THEREFORE, in consideration of the premises and
respective mutual agreements, covenants, representations and
warranties herein contained, it is agreed between the parties hereto
as follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Sale of the VDI Shares. At the Closing, subject to the
terms and conditions herein set forth, and on the basis of the
representations, warranties and agreements herein contained, the
Shareholders shall sell to Lakota and Lakota shall purchase from the
Shareholders, and each of them, all of the VDI Shares. As
consideration for the receipt of the VDI Shares, Lakota shall pay
the following consideration:
1.1.1 Lakota shall pay to Morgan cash consideration (the
"Cash Consideration") equal to Sixty Thousand Dollars ($60,000),
payable as follows:
(a) At the Closing, Lakota shall pay the sum of Twenty
Thousand Dollars ($20,000) (the "First Cash Payment");
(b) On the date which is sixty (60) days following the
Closing, Lakota shall pay the sum of Twenty Thousand Dollars ($20,000);
(c) On the date which is ninety (90) days following the Closing, Lakota
shall pay the sum of Twenty Thousand Dollars ($20,000).
1.1.2 At the Closing, Lakota shall cause to be issued to the
Shareholders, pro rata in accordance with their ownership as set
forth on Exhibit A attached hereto, an aggregate of Three Million
(3,000,000) shares of Lakota common stock bearing an appropriate 144
restrictive legend (the "Initial Stock Consideration").
1.2 Instruments of Conveyance and Transfer. At the Closing,
the Shareholders shall deliver to Lakota the VDI Shares and Lakota
shall deliver to Xxxxxx the First Cash Payment and a certificates
representing the Initial Stock Consideration.
1.3 Additional Consideration. As additional consideration
for the purchase of the VDI Shares, Lakota shall issue to Xxxxxx, or
his assigns, additional shares of Lakota common stock based on the
following schedule (the "Additional Stock Consideration");
1.3.1 In the event that VDI reaches net revenue (as defined in
Section 1.3.4 below) of at least Thirty Two Thousand Four Hundred
Dollars ($32,400) by that date which is one (1) year from the date
of Closing, then Xxxxxx shall be issued an aggregate of 1,000,000
shares of Lakota common stock bearing an appropriate 144 restrictive
legend.
1.3.2 In addition to the consideration set forth in Section
1.3.1 hereof, in the event that VDI reaches net revenue (as defined
in Section 1.3.4 below) of at least Two Hundred Eighty Seven
Thousand Dollars ($287,400) by that date which is two (2) years from
the date of Closing, then Xxxxxx shall be issued an aggregate of
1,000,000 shares of Lakota common stock bearing an appropriate 144
restrictive legend.
1.3.3 In addition to the consideration set forth in Sections
1.3.1 and 1.3.2 hereof, in the event that VDI reaches net revenue
(as defined in Section 1.3.4 below) of at least Seven Hundred Sixty
Two Thousand Dollars ($762,400) by that date which is three (3)
years from the date of Closing, then Xxxxxx shall be issued an
aggregate of 1,000,000 shares of Lakota common stock bearing an
appropriate 144 restrictive legend.
1.3.4 For purposes of this Agreement, the term "net revenues"
shall mean the total amount of gross sales of products and services
of Voice Design, Inc., either directly or indirectly arising out of
Voice Design, Inc.'s business operations, as determined under
generally accepted accounting principles, minus annual total
expenses arising directly out of Voice Design, Inc.'s business
operations (including, without limitation, taxes), but excluding
depreciation, amortization and expenses on monies borrowed by Voice
Design, Inc., or its parent, in furtherance of the transactions
contemplated by this Agreement.
1.4 Positions and Titles.
1.4.1 Xxxxxx Positions. Effective as of the Closing, Xxxxxx
shall serve as the President, and a Director of VDI, pursuant to the
terms of the employment agreement attached hereto as Exhibit "D".
Xxxxxx will also be appointed as a Director of Lakota, to serve at
the discretion of the Lakota shareholders.
1.4.2 Xxxxxx Positions. Effective as of the Closing,
Xxxxxx shall serve as the Chief Executive Officer and a Director of
VDI, pursuant to the terms of the employment agreement attached
hereto as Exhibit "E".
1.4.3 Lakota Appointments to the VDI Board of Directors.
Effective as of the Closing, Lakota will appoint three (3) members
to the VDI Board of Directors.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of VDI. To induce
Lakota to enter into this Agreement and to consummate the
transactions contemplated hereby, VDI represents and warrants, as of
the date hereof and as of the Closing, as follows:
2.1.1 VDI has the full right, power and authority to enter
into this Agreement and to carry out and consummate the transaction
contemplated herein. This Agreement constitutes the legal, valid
and binding obligation of VDI.
2.1.2 Corporate Existence and Authority of VDI. VDI is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Texas. It has all requisite
corporate power, franchises, licenses, permits and authority to own
its properties and assets and to carry on its business as it has
been and is being conducted. It is in good standing in each state,
nation or other jurisdiction wherein the character of the business
transacted by it makes such qualification necessary.
2.1.3 Capitalization of VDI. The authorized equity
securities of VDI consists of 50,000 shares of common stock, of
which 30,000 shares are issued and outstanding. No other shares of
capital stock of VDI are issued and outstanding. All of the issued
and outstanding shares have been duly and validly issued in
accordance and compliance with all applicable laws, rules and
regulations and are fully paid and nonassessable. There are no
options, warrants, rights, calls, commitments, plans, contracts or
other agreements of any character granted or issued by VDI which
provide for the purchase, issuance or transfer of any shares of the
capital stock of VDI nor are there any outstanding securities
granted or issued by VDI that are convertible into any shares of the
equity securities of VDI, and none is authorized. VDI is not
obligated or committed to purchase, redeem or otherwise acquire any
of its equity. All presently exercisable voting rights in VDI are
vested exclusively in its outstanding shares of common stock, each
share of which is entitled to one vote on every matter to come
before it's shareholders, and other than as may be contemplated by
this Agreement, there are no voting trusts or other voting
arrangements with respect to any of VDI's equity securities.
2.1.4 Subsidiaries. "Subsidiary" or "Subsidiaries" means
all corporations, trusts, partnerships, associations, joint ventures
or other Persons, as defined below, of which a corporation or any
other Subsidiary of such corporation owns not less than twenty
percent
(20%) of the voting securities or other equity or of which
such corporation or any other Subsidiary of such corporation
possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies, whether through ownership
of voting shares, management contracts or otherwise. "Person" means
any individual, corporation, trust, association, partnership,
proprietorship, joint venture or other entity. There are no
Subsidiaries of VDI.
2.1.5 Execution of Agreement. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby will not: (a) violate, conflict with, modify or
cause any default under or acceleration of (or give any party any
right to declare any default or acceleration upon notice or passage
of time or both), in whole or in part, any charter, article of
incorporation, bylaw, mortgage, lien, deed of trust, indenture,
lease, agreement, instrument, order, injunction, decree, judgment,
law or any other restriction of any kind to which VDI is a party or
by which either of them or any of their properties are bound; (b)
result in the creation of any security interest, lien, encumbrance,
adverse claim, proscription or restriction on any property or asset
(whether real, personal, mixed, tangible or intangible), right,
contract, agreement or business of VDI; (c) violate any law, rule or
regulation of any federal or state regulatory agency; or (d) permit
any federal or state regulatory agency to impose any restrictions or
limitations of any nature on VDI or any of their respective actions.
2.1.6 Taxes.
2.1.6.1 All taxes, assessments, fees, penalties, interest
and other governmental charges with respect to VDI which have become
due and payable on the date hereof have been paid in full or
adequately reserved against by VDI, (including without limitation,
income, property, sales, use, franchise, capital stock, excise,
added value, employees' income withholding, social security and
unemployment taxes), and all interest and penalties thereon with
respect to the periods then ended and for all periods thereto;
2.1.6.2 There are no agreements, waivers or other arrangements
providing for an extension of time with respect to the
assessment of any tax or deficiency against VDI, nor are there any
actions, suits, proceedings, investigations or claims now pending
against VDI, nor are there any actions, suits, proceedings,
investigations or claims now pending against VDI in respect of any
tax or assessment, or any matters under discussion with any federal,
state, local or foreign authority relating to any taxes or
assessments, or any claims for additional taxes or assessments
asserted by any such authority, and there is no basis for the
assertion of any additional taxes or assessments against VDI, and
2.1.6.3 The consummation of the transactions contemplated by
this Agreement will not result in the imposition of any additional
taxes on or assessments against VDI.
2.1.7 Disputes and Litigation. There is no suit, action,
litigation, proceeding, investigation, claim, complaint, or
accusation pending, threatened against or affecting VDI or any of
its properties, assets or business or to which VDI is a party, in
any court or before any arbitrator of any kind or before or by any
governmental agency (including, without limitation, any federal,
state, local, foreign or other governmental department, commission,
board, bureau, agency or instrumentality), and to the best knowledge
of VDI there is no basis for such suit, action, litigation,
proceeding, investigation, claim, complaint, or accusation; (b)
there is no pending or, to the best knowledge of VDI, threatened
change in any environmental, zoning or building laws, regulations or
ordinances which affect or could affect VDI or any of its
properties, assets or businesses; and (c) there is no outstanding
order, writ, injunction, decree, judgment or award by any court,
arbitrator or governmental body against or affecting VDI or any of
its properties, assets or business. There is no litigation,
proceeding, investigation, claim, complaint or accusation, formal or
informal, or arbitration pending, or to the best knowledge of VDI
any of the aforesaid threatened, or any contingent liability which
would give rise to any right of indemnification or similar right on
the part of any director or officer of VDI or any such person's
heirs, executors or administrators as against VDI.
2.1.8 Compliance with laws. VDI has at all times been, and
presently is, in full compliance with, and has not received notice
of any claimed violation of, any applicable federal, state, local,
foreign and other laws, rules and regulations. VDI has filed all
returns, reports and other documents and furnished all information
required or requested by any federal, state, local or foreign
governmental agency and all such returns, reports, documents and
information are true and complete in all respects. All permits,
licenses, orders, franchises and approvals of all federal, state,
local or foreign governmental or regulatory bodies required of VDI
for the conduct of its business have been obtained, no violations
are or have been recorded in respect of any such permits, licenses,
orders, franchises and approvals, and there is no litigation,
proceeding, investigation, arbitration, claim, complaint or
accusation, formal or informal, pending or, to the best knowledge of
VDI threatened, which may revoke, limit, or question the validity,
sufficiency or continuance of any such permit, license, order,
franchise or approval. Such permits, licenses, orders, franchises
and approvals are valid and sufficient for all activities presently
carried on by VDI.
2.1.9 Guaranties. VDI has not guaranteed any dividend,
obligation or indebtedness of any Person; nor has any Person
guaranteed any dividend, obligation or indebtedness of VDI.
2.1.10 Books and Records. VDI keeps its books, records and
accounts (including, without limitation, those kept for financial
reporting purposes and for tax purposes) in accordance with good
business practice and in sufficient detail to reflect the
transactions and dispositions of its assets, liabilities and
equities. The minute books of VDI contain records of its
shareholders' and directors' meetings and of action taken by such
shareholders and directors. The meeting of directors and
shareholders referred to in such minute books were duly called and
held, and the resolutions appearing in such minute books were duly
adopted.
The signatures appearing on all documents contained in
such minute books are the true signatures of the persons purporting
to have signed the same. A true and accurate list of VDI assets and
liabilities as of the Closing Date is attached hereto as Exhibit
"B". Further, attached hereto as Exhibit "C" is a list of all
material contracts to which VDI is a party, and which VDI hereby
represents to be valid and binding obligations on all parties
thereto. VDI represents and warrants that there are no other
material contracts or agreements in existence as of the Closing Date.
2.2 Representations and Warranties of the Shareholders.
To induce Lakota to enter into this Agreement and to consummate the
transactions contemplated hereby, the Shareholder, and each of them,
represent and warrant, as of the date hereof and as of the Closing,
as follows:
2.2.1 The Shareholders have the full right, power and authority to enter
into this Agreement and to carry out and consummate the transaction
contemplated herein. This Agreement constitutes the legal, valid and
binding obligation of the Shareholders.
2.2.2 Execution of Agreement. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby will not: (a) violate, conflict with, modify or
cause any default under or acceleration of (or give any party any
right to declare any default or acceleration upon notice or passage
of time or both), in whole or in part, any mortgage, lien, deed of
trust, indenture, lease, agreement, instrument, order, injunction,
decree, judgment, law or any other restriction of any kind to which
the Shareholders are a party or by which any of them or any of their
properties are bound; (b) result in the creation of any security
interest, lien, encumbrance, adverse claim, proscription or
restriction on any property or asset (whether real, personal, mixed,
tangible or intangible), right, contract, agreement or business of
the Shareholders; (c) violate any law, rule or regulation of any
federal or state regulatory agency; or (d) permit any federal or
state regulatory agency to impose any restrictions or limitations of
any nature on the Shareholders or any of their respective actions.
2.2.3 The Shareholders acknowledges that all shares of
Lakota common stock issued in accordance with this Agreement will be
"restricted securities" (as such term is defined in Rule 144
promulgated under the Securities Act of 1933, as amended ("Rule
144")), that the Shares will include the restrictive legend set
forth in Section 3.2 hereof, and, except as otherwise set forth in
this Agreement, that the shares cannot be sold for a period of one
year from the date of issuance unless registered with the United
States Securities and Exchange Commission ("SEC") and qualified by
appropriate state securities regulators, or unless the Shareholders
obtain written consent from Lakota and otherwise comply with an
exemption from such registration and qualification (including,
without limitation, compliance with Rule 144).
2.2 Representations and Warranties of Lakota. To induce
VDI and the Shareholders to enter into this Agreement and to
consummate the transactions contemplated hereby, Lakota represents
and warrants, as of the date hereof and as of the Closing, as follows:
2.2.1 Corporate Existence and Authority of Lakota. Lakota
is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado. It has all
requisite corporate power, franchises, licenses, permits and
authority to own its properties and assets and to carry on its
business as it has been and is being conducted. It is in good
standing in each state, nation or other jurisdiction in each state,
nation or other jurisdiction wherein the character of the business
transacted by it makes such qualification necessary.
2.2.2 Capitalization of Lakota. The authorized equity
securities of Lakota consists of 50,000,000 shares of common stock,
of which 33,588,906 shares are issued and outstanding as of the
close of business on May 27, 1999, and 5,000,000 shares of Preferred
Stock, of which no shares are issued and outstanding as of the date
hereof. No other shares of capital stock of Lakota are issued and
outstanding. All of the issued and outstanding shares have been
duly and validly issued in accordance and compliance with all
applicable laws, rules and regulations and are fully paid and
nonassessable. All presently exercisable voting rights in Lakota
are vested exclusively in its outstanding shares of common stock,
each share of which is entitled to one vote on every matter to come
before it's shareholders, and other than as may be contemplated by
this Agreement, there are no voting trusts or other voting
arrangements with respect to any of Lakota's equity securities.
2.2.3 Subsidiaries. There are currently two subsidiaries
of Lakota, namely West Belt Energy, Inc., a Texas corporation, and
0-Xxxxxxxx.xxx, Inc., a Texas corporation.
2.2.4 Execution of Agreement. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby will not: (a) violate, conflict with, modify or
cause any default under or acceleration of (or give any party any
right to declare any default or acceleration upon notice or passage
of time or both), in whole or in part, any charter, article of
incorporation, bylaw, mortgage, lien, deed of trust, indenture,
lease, agreement, instrument, order, injunction, decree, judgment,
law or any other restriction of any kind to which Lakota is a party
or by which it or any of its properties are bound; (b) result in the
creation of any security interest, lien, encumbrance, adverse claim,
proscription or restriction on any property or asset (whether real,
personal, mixed, tangible or intangible), right, contract, agreement
or business of Lakota; (c) violate any law, rule or regulation of
any federal or state regulatory agency; or (d) permit any federal or
state regulatory agency to impose any restrictions or limitations of
any nature on Lakota or any of its actions.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing. The Closing shall be deemed to have occurred as
of the date of signing of this Agreement. Subsequent to the
signing, the following shall occur as a single integrated transaction:
3.2 Delivery by Lakota:
(a) Lakota shall deliver to the Shareholders the Initial
Stock Consideration of an aggregate of 3,000,000 shares of Lakota
common stock and all instruments of conveyance and transfer required
by Section 1.2 subject to no liens, security interests, pledges,
encumbrances, charges, restrictions, demands or claims in any other
party whatsoever, except as set forth in the legend on the
certificate(s), which legend shall provide as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A
PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE
STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY
AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE
ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES).
(b) Lakota shall deliver to Xxxxxx the First Cash Payment in
the amount of Twenty Thousand Dollars ($20,000).
(c) Lakota shall execute the Employment Agreements set forth
in Exhibits "D" and "E" attached hereto.
3.3 Delivery by the Shareholders:
(a) The Shareholders shall deliver to Lakota all of the VDI
Shares and all instruments of conveyance and transfer required by
Section 1.2.
(b) Xxxxxx and Xxxxxx shall execute the Employment Agreements
set forth in Exhibits "D" and "E", respectively.
ARTICLE 4
CONDITIONS, TERMINATION, AMENDMENT AND WAIVER
4.1 Condition Precedent. This Agreement, and the transactions contemplated
hereby, shall be subject to the approval of the Board of Directors of Lakota
and VDI, and, if necessary, the respective shareholders thereof.
4.2 Termination. Notwithstanding anything to the
contrary contained in this Agreement, this Agreement may be
terminated and the transactions contemplated hereby may be abandoned
at any time prior to the Closing by the mutual consent of all of the
parties.
4.3 Waiver and Amendment. Any term, provision, covenant,
representation, warranty or condition of this Agreement may be
waived, but only by a written instrument signed by the party
entitled to the benefits thereof. The failure or delay of any party
at any time or times to require performance of any provision hereof
or to exercise its rights with respect to any provision hereof shall
in no manner operate as a waiver of or affect such party's right at
a later time to enforce the same. No waiver by any party of any
condition, or of the breach of any term, provision, covenant,
representation or warranty contained in this Agreement, in any one
or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such condition or breach or waiver of
any other condition or of the breach of any other term, provision,
covenant, representation or warranty. No modification or amendment
of this Agreement shall be valid and binding unless it be in writing
and signed by all parties hereto.
ARTICLE 5
COVENANTS
5.1 To induce Lakota to enter into this Agreement and to
consummate the transactions contemplated hereby, and without
limiting any covenant, agreement, representation or warranty made
the Shareholders covenant and agree as follows:
5.1.1 Notices and Approvals. The Shareholders agree: (a) to
give and to cause VDI to give all notices to third parties which may
be necessary or deemed desirable by Lakota in connection with this
Agreement and the consummation of the transactions contemplated
hereby; (b) to use its best efforts to obtain and to cause VDI to
obtain, all federal and state governmental regulatory agency
approvals, consents, permit, authorizations, and orders necessary or
deemed desirable by Lakota in connection with this Agreement and the
consummation of the transaction contemplated hereby; and (c) to use
its best efforts to obtain, and to cause VDI to obtain, all consents
and authorizations of any other third parties necessary or deemed
desirable by Lakota in connection with this Agreement and the
consummation of the transactions contemplated hereby.
5.1.2 Information for Lakota's Statements and Applications.
The Shareholders and VDI and their employees, accountants and
attorneys shall cooperate fully with Lakota in the preparation of
any statements or applications made by Lakota to any federal or
state governmental regulatory agency in connection with this
Agreement and the transactions contemplated hereby and to furnish
Lakota with all information concerning the Shareholders and VDI
necessary or deemed desirable by Lakota for inclusion in such
statements and applications, including, without limitation, all
requisite financial statements and schedules.
5.1.3 Access to Information. Lakota, together with its
appropriate attorneys, agents and representatives, shall be
permitted to make the full and complete investigation of the
Shareholders and VDI and have full access to all of the books and
records of the other during reasonable business hours.
Notwithstanding the foregoing, such parties shall treat all such
information as confidential and shall not disclose such information
without the prior consent of the other.
5.2 To induce the Shareholders to enter into this
Agreement and to consummate the transactions contemplated hereby,
and without limiting any covenant, agreement, representation or
warranty made Lakota covenants and agrees as follows:
5.2.1 Access to Information. The Shareholders, together with
their appropriate attorneys, agents and representatives, shall be
permitted to make the full and complete investigation of Lakota and
have full access to all of the books and records of the other during
reasonable business hours. Notwithstanding the foregoing, such
parties shall treat all such information as confidential and shall
not disclose such information without the prior consent of the other.
ARTICLE 6
MISCELLANEOUS
6.1 Expenses. Except as otherwise specifically provided
for herein, whether or not the transactions contemplated hereby are
consummated, each of the parties hereto shall bear all taxes of any
nature (including, without limitation, income, franchise, transfer
and sales taxes) and all fees and expenses relating to or arising
from its compliance with the various provisions of this Agreement
and such party's covenants to be performed hereunder, and except as
otherwise specifically provided for herein, each of the parties
hereto agrees to pay all of its own expenses (including, without
limitation, attorneys and accountants' fees and printing expenses)
incurred in connection with this Agreement, the transactions
contemplated hereby, the negotiations leading to the same and the
preparations made for carrying the same into effect, and all such
taxes, fees and expenses of the parties hereto shall be paid prior
to Closing.
6.2 Notices. Any notice, request, instruction or other
document required by the terms of this Agreement, or deemed by any
of the parties hereto to be desirable, to be given to any other
party hereto shall be in writing and shall be given by prepaid
telegram or delivered or mailed by registered or certified mail,
postage prepaid, with return receipt requested, to the following
addresses:
To Lakota:
Lakota Energy, Inc.
0000 Xxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: R.K. (Xxx) Xxxxxxxx, President
Facsimile (000) 000-0000
with a copy to:
The Law Offices of M. Xxxxxxx Xxxxxx
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxx, Esq.
Facsimile (000) 000-0000
To VDI or the Shareholders
Voice Design, Inc.
Attn: Xxxxxxx "Cody" Xxxxxx, President
Facsimile ( )
with a copy to:
Facsimile ( )
The persons and addresses set forth above may be changed from
time to time by a notice sent as aforesaid. If notice is given by
delivery in accordance with the provisions of this Section, said
notice shall be conclusively deemed given at the time of such
delivery. If notice is given by mail in accordance with the
provisions of this Section, such notice shall be conclusively deemed
given forty-eight (48) hours after deposit thereof in the United
States mail. If notice is given by telegraph in accordance with the
provisions of this Section, such notice shall be conclusively deemed
given at the time that the telegraphic agency shall confirm delivery
thereof to the addressee.
6.3 Entire Agreement. This Agreement, together with the
schedule and exhibits hereto, sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements,
arrangements and understandings related to the subject matter
hereof. No understanding, promise, inducement, statement of
intention, representation, warranty, covenant or condition, written
or oral, express or implied, whether by statute or otherwise, has
been made by any party hereto which is not embodied in this
Agreement, or exhibits hereto or the written statements,
certificates, or other documents delivered pursuant hereto or in
connection with the transactions contemplated hereby, and no party
hereto shall be bound by or liable for any alleged understanding,
promise, inducement, statement, representation, warranty, covenant
or condition not so set forth.
6.4 Survival of Representations. All statements of fact
(including financial statements) contained in the schedules, the
exhibits, the certificates or any other instrument delivered by or
on
behalf of the parties hereto, or in connection with the
transactions contemplated hereby, shall be deemed representations
and warranties by the respective party hereunder. All
representation, warranties agreements and covenants hereunder shall
survive the Closing and remain effective regardless of any
investigation or audit at any time made by or on behalf of the
parties or of any information a party may have in respect thereto.
Consummation of the transactions contemplated hereby shall not be
deemed or construed to be a waiver of any right or remedy possessed
by any party hereto, notwithstanding that such party knew or should
have known at the time of Closing that such right or remedy existed.
6.5 Incorporated by Reference. All documents (including,
without limitation, all financial statements) delivered as part
hereof or incident hereto are incorporated as a part of this
Agreement by reference.
6.6 Remedies Cumulative. No remedy herein conferred upon
and Party is intended to be exclusive of any other remedy and each
and every such remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing
at law or in equity or by statute or otherwise.
6.7 Execution of Additional Documents. Each party hereto
shall make, execute, acknowledge and deliver such other instruments
and documents, and take all such other actions as may be reasonably
required in order to effectuate the purposes of this Agreement and
to consummate the transactions contemplated hereby.
6.8 Finders' and Related Fees. Each of the parties
hereto is responsible for, and shall indemnify the other against,
any claim by any third party to a fee, commission, bonus or other
remuneration arising by reason of any services alleged to have been
rendered to or at the instance of said party to this Agreement with
respect to this Agreement or to any of the transactions contemplated
hereby.
6.9 Governing Law. This Agreement has been negotiated
and executed in the State of Texas and shall be construed and
enforced in accordance with the laws of such state.
6.10 Forum. Each of the parties hereto agrees that any
action or suit which may be brought by any party hereto against any
other party hereto in connection with this Agreement or the
transactions contemplated hereby may be brought only in a federal or
state court in Xxxxxx County, Texas.
6.11 Attorneys' Fees. Except as otherwise provided
herein, if a dispute should arise between the parties including, but
not limited to arbitration, the prevailing party shall be reimbursed
by the nonprevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees
exclusive of such amount of attorneys' fees as shall be a premium
for result or for risk of loss under a contingency fee arrangement.
6.12 Binding Effect and Assignment. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and
their respective heirs, executors, administrators, legal
representatives and assigns.
6.13 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. In
making proof of this Agreement, it shall not be necessary to produce
or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, as of the date first written hereinabove.
LAKOTA ENERGY, INC. VOICE DESIGNS, INC.
a Colorado corporation ("LAKOTA") a Texas corporation ("VDI")
/s/X.X. Xxxxxxxx /s/Xxxxxxx Xxxxxx
By: X.X. (Xxx) Xxxxxxxx By: Xxxxxxx Xxxxxx
Its: President Its: President
/s/Xxxxxxx Xxxxxx /s/Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, an individual Xxxxxxx Xxxxxx, an individual
/s/Xxxxxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxxxx, Xx., an individual
EXHIBIT "A"
VDI SHARES
Xxxxxxx Xxxxxx 10,000 shares
Xxxxxxx Xxxxxx 10,000 shares
Xxxxxxx X. Xxxxxx, Xx. 10,000 shares
EXHIBIT "B"
VDI ASSETS AND LIABILITIES
EXHIBIT "C"
VDI MATERIAL CONTRACTS
EXHIBIT "D"
XXXXXX EMPLOYMENT AGREEMENT
EXHIBIT "E"
XXXXXX EMPLOYMENT AGREEMENT
