EXHIBIT 2.1
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED
IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made this 1st day of December, 2003, by and between Energy
Producers Inc, Inc., a Nevada Corporation, (the "ISSUER"), International Group
Holdings, Inc., a Utah corporation ("IGH") and its consolidated wholly owned
subsidiary interests, and for the benefit of the individual shareholders, (the
"SHAREHOLDERS"), which SHAREHOLDERS own of all the issued and outstanding
shares of IGH.
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. a. EXCHANGE OF SECURITIES. Subject to the terms and
conditions of this Agreement, ISSUER agrees to issue to SHAREHOLDERS, pro-rata,
a total of 17,576,071 plus round off additions up to and not to exceed
15,500,000 (as of the "Closing Date" date herein on December 1, 2003) shares of
the common restricted stock of ISSUER, $0.001 par value (the "Shares"), in
exchange for all the issued and outstanding shares of IGH, its assets and
liabilities, such that (I) IGH shall become a one hundred percent (100%) wholly
owned subsidiary of the ISSUER, and
(II), pursuant to the terms of Section (4) ii. listed herein, one hundred
percent (100%) of the stock, assets and liabilities held by IGH in its wholly
owned subsidiary International Yacht Sales Group, Ltd., a limited liability
chartered company of Great Britain ("IYSG") which includes all of its
divisional interests, shall immediately be transferred at the closing date
herein becoming as of the ("Effective Date") an independent one hundred
percent (100%) wholly owned subsidiary of the ISSUER.
b. ROUND OFF ADDITIONAL SHARES (RESTRICTED): Subject to the then
combined Board of Directors Majority consent on the Closing Date or thereafter
the close of this Exchange Agreement, Round Off Additional Shares to be
additionally issued, if any, shall not exceed an additional 15,500,000 may be
issued in behalf of planned or pending IGH/SHAREHOLDER acquisitions or other
requirements of existing corporate actions in the normal course of business
occurring prior to closing of this Agreement.
c. CASH REQUEST, REQUIREMENTS AND ADJUSTMENTS: The cash
requirement requests and adjustments of IGH and IYSG as set out in EXHIBIT note
1 attached hereto is subject and in addition to the ISSUER completing any
funding agreements and thereupon first being sufficient to fulfill its minimal
requirements of $1.5 million dollars for acquisition, working capital;
servicing, and or restructuring and maintenance of corporate debt, and
preservation of its assets.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents
and warrants to SHAREHOLDERS and IGH the following:
i. Organization.ISSUER is a corporation duly organized,
validly existing, under the laws of Nevada and has all necessary corporate
powers to own properties and carry on a business, and is duly qualified to do
business and is in good standing in Nevada. All actions taken by the
Incorporators, directors and shareholders of ISSUER have been valid and in
accordance with the laws of the State of Nevada.
ii. Capital. The authorized capital stock of ISSUER
consists of 200,000,000 shares of common stock, $0.001 par value, and
50,000,000 shares of preferred stock, $0.001 par value, of which approximately
17,357,352 shares, plus any additional round off shares issued (equally
herewith granted by the right to and of ISSUER herewith to issue or cause to be
issued) not to exceed 15,500,000 shares of its $0.001 par value common
restricted stock (in accordance and equal with that set forth above and listed
in Section and or Sub Headings 1. a.,1.b and 2.ii. herein), are or shall be
issued and outstanding upon the closing hereof, and of its preferred, no shares
are currently issued and outstanding or will be outstanding upon the closing
hereof. All outstanding shares are or shall be fully paid and nonassessable,
free of liens, encumbrances, options, restrictions (with the exception of Rule
144 requirements) and legal or equitable rights of others not a party to this
Agreement. Following this closing, there shall be, subject to additional round
off share allotment issuances set forth hereinabove, a minimum total of
approximately (34,933,423) shares of common stock of ISSUER issued and
outstanding and there will be no outstanding subscriptions, options, rights,
warrants, convertible securities, or other agreements or commitments obligating
ISSUER to issue or to transfer from treasury any additional shares of its
capital stock other than those options listed in its XXXXX filings, further
referencing its Form 10-KSB as amended, and other reports and filings of Form
10-QSB, and by information covered by or in its DEF 14C information statement,
and further as may be listed and attached on APPENDIX A hereto. None of the
outstanding shares of ISSUER are subject to any stock restriction agreements.
All of the shareholders of ISSUER to the best of ISSUER's knowledge and belief
have valid title to such shares and acquired their shares in a lawful
transaction and in accordance with the laws of Nevada.
iii. Financial Statements.The financial statements of ISSUER are
being prepared in accordance with generally accepted accounting principles
consistently followed by ISSUER throughout the periods indicated, and fairly
present the financial position of ISSUER as of the date of the balance sheet
and the financial statements, and the results of its operations for the periods
indicated. ISSUER to the best of its knowledge and belief is current in its
filings with the Securities and Exchange Commission.
iv. Absence of Changes. ISSUER's latest Form 10-QSB filing with
the SEC was on November 13, 2003. There has been only positive development of
the company from this time forward.
v. Liabilities. ISSUER to the best of its knowledge and belief
does not have any debt, liability, or obligation of any nature, whether
accrued, absolute, contingent, or otherwise, and whether due or to become due,
other than as set out in its most recent XXXXX filings on Form 10KSB as
amended, and latest Form 10-QSB for the quarterly period ended September 30,
2003, or as otherwise described on APPENDIX B attached hereto for reference.
ISSUER is not aware of any material pending, threatened or asserted claims,
lawsuits or contingencies involving ISSUER or its common stock other than that
listed and attached on APPENDIX C attached hereto for reference. There is no
dispute of any kind between the ISSUER and any third party, and to the best of
ISSUER's knowledge and belief no such dispute will exist at the closing of this
Agreement, other than that which may be disclosed and listed on APPENDIX D
attached hereto for reference. At closing, to the best of ISSUER's knowledge
and belief, ISSUER will be free from any and all liabilities, liens, claims
and/or commitments except those aforestated.
vi. Ability to Carry Out Xxxxxxxxxxx.Xx the best of ISSUER's
knowledge and belief, ISSUER has the right, power, and authority to enter into
and perform its obligations under this Agreement. The execution and delivery
of this Agreement by Issuer and the performance by ISSUER of its obligations
hereunder will not cause, constitute, or conflict with or result in (a) any
breach or violation or any of the provisions of or constitute a default under
any license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which ISSUER or its
shareholders are a party, or by which they may be bound, nor will any consents
or authorizations of any party other than those hereto be required, (b) an
event that would cause ISSUER to be liable to any party, or (c) an event that
would result in the creation or imposition or any lien, charge or encumbrance
on any asset of ISSUER or upon the securities of ISSUER to be acquired by
SHAREHOLDERS accept those aforestated as referenced by appropriate APPENDIX
attached.
vii. Full Disclosure. To the best of ISSUER's knowledge and
belief, none of the representations and warranties made by the ISSUER, or in
any certificate or memorandum furnished or to be furnished by the ISSUER,
contains or will contain any untrue statement of a material fact, or omit any
material fact the omission of which would be misleading.
viii. Power of Attorney. No person holds a power of attorney
from ISSUER.
ix. Compliance with Laws. To the best of ISSUER's knowledge
and belief, ISSUER has complied with, and is not in violation of any federal,
state, or local statute, law, and/or regulation pertaining to ISSUER. To the
best of ISSUER'S knowledge and belief, ISSUER has complied with all federal and
state securities laws in connection with the issuance, sale and distribution of
its securities.
x. Litigation. To the best of ISSUER's knowledge and belief,
ISSUER is not a party to any suit, action, arbitration, or legal,
administrative, or other proceeding, or pending governmental investigation. To
the best knowledge of the ISSUER, there is no basis for any such action or
proceeding and no such action or proceeding is threatened against ISSUER and
ISSUER is not subject to or in default with respect to any order, writ,
injunction, or decree of any federal, state, local, or foreign court,
department, agency, or instrumentality accept those if any aforestated.
xi. Conduct of Business.Prior to the closing, ISSUER shall
conduct its business in the normal course, and shall not (1) sell, pledge, or
assign any assets (2) amend its Articles of Incorporation or Bylaws, (3)
declare dividends, redeem or sell stock or other securities, (4) incur any
liabilities, (5) acquire or dispose of any assets, enter into any contract,
guarantee obligations of any third party, or (6) enter into any other
transaction, other than those granted in behalf of this Agreement as
aforestated and contained herein (see Section or Sub Heading 1. a., 1.b., and
2.ii.).
xii. Documents. All minutes, consents or other documents
pertaining to ISSUER to be delivered at closing shall be valid and in
accordance with the laws of the State of Nevada.
xiii. Expenses. ISSUER will pay its reasonable share of all
public notice costs, and closing costs.
xiv. Title.The Shares to be issued to SHAREHOLDERS will be, at
closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind, shall be issued pursuant to
Regulation D, Section 506 and 4(2) of the Securities and Exchange Act of 1933
and shall bear a Rule 144 legend. None of such Shares are or will be subject
to any voting trust or agreement. No person holds or has the right to receive
any proxy or similar instrument with respect to such shares, except as provided
in this Agreement, the ISSUER is not a party to any agreement which offers or
grants to any person the right to purchase or acquire any of the securities to
be issued to SHAREHOLDERS. There is no applicable local, state or federal law,
rule, regulation, or decree which would, as a result of the issuance of the
Shares to SHAREHOLDERS, impair, restrict or delay SHAREHOLDERS' voting rights
with respect to the Shares.
xv. QUALIFICATIONS. The offer and exchange of the Shares
pursuant to this Agreement shall be exempt from qualification under the
California Corporate Securities Law of 1968, as amended. The ISSUER is not now
a California Corporation. All other authorizations, approvals or permits of any
other governmental authority that are required in connection with the lawful
issuance and sale of the Shares shall have been duly obtained and shall be
effective on and as of the Closing Date.
3. SHAREHOLDERS and IGH represent and warrant to ISSUER the
following:
i. Organization.IGH is a corporation duly organized, validly
existing, and in good standing under the laws of Utah, has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in Florida and has 17,576,071
shares of its common stock issued and outstanding and no other stock or class
thereof issued and outstanding. All actions taken by the Incorporators,
directors and shareholders of IGH have been valid and in accordance with the
laws of Utah.
ii. Shareholders and Issued Stock. APPENDIX E annexed hereto
sets forth the names, shareholders, and amounts of beneficial ownership.
iii. General Obligations.Following the closing, SHAREHOLDERS and
IGH shall comply with applicable federal and state securities laws.
iv. LIABILITIES. IGH warrants that the total liabilities are
$196,700. at the time of closing.
v. COUNSEL. SHAREHOLDERS and IGH represent and warrant that
prior to Closing, that they are represented by independent counsel or have had
the opportunity to retain independent counsel to represent them in this
transaction.
vi. AUTHORIZATIONS. All corporate action on the part of
SHAREHOLDERS and IGH necessary for the exchange of the Shares and the
performance of their obligations hereunder has been taken or will be taken
prior to the Closing Date. This Agreement when executed and delivered by the
SHAREHOLDERS and IGH will constitute a valid and legally binding obligation of
the SHAREHOLDERS and IGH, enforceable in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy laws or other similar laws
affecting creditors' rights generally, and except insofar as the availability
of equitable remedies may be limited.
vii. INTELLECTUAL PROPERTIES. IGH, IYSG and divisions may now or
in the future own or possess, or can acquire on commercially reasonable terms,
adequate licenses or other rights to use all patents, trademarks, service
marks, trade names, copyrights, technology, software, know-how and trade
secrets necessary to conduct the business now or proposed to be conducted by
the SHAREHOLDERS and IGH, and they have not received any notice of infringement
of or conflict with (and knows of no such infringement of or conflict with)
asserted rights of others with respect to any patents, trademarks, service
marks, trade names, copyrights, technology, know-how or trade secrets that
would result in a Material Adverse Effect; and, to the knowledge of the
SHAREHOLDERS, IGH, IYSG and divisions the discoveries, inventions, products,
services or processes used in the IGH business do not, infringe or conflict
with any right or patent of any third party, or any discovery, invention,
product or process which is the subject of a patent application filed by any
third party, which infringement or conflict would result in a Material Adverse
Effect.
4. INVESTMENT INTENT. SHAREHOLDERS agree that the shares
being issued pursuant to this Agreement may be sold, pledged, assigned,
hypothecate or otherwise transferred, with or without consideration (a
"Transfer"), only pursuant to an effective registration statement under the
Act, or pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of ISSUER.
4.1 RESTRICTED SECURITIES. SHAREHOLDERS and IGH understands common
shares underlying this Agreement will be deemed as "restricted securities"
under applicable U.S. federal and state securities laws inasmuch as they are
being acquired from the Company in a transaction not involving a public
offering and that pursuant to these laws and applicable regulations, the Seller
must hold the Shares unless they are registered with the Securities and
Exchange Commission and qualified by state authorities, or an exemption from
such registration and qualification requirements is available. The SHAREHOLDERS
and IGH further acknowledges that if an exemption from registration or
qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period
for the Shares, and on requirements relating to the SHAREHOLDERS and IGH which
are outside of Issuer's control, and which the ISSUER is under no obligation
and may not be able to satisfy. In this connection, SHAREHOLDERS and IGH
represents that it is familiar with SEC Rule 144, as presently in effect, and
understands the resale limitations imposed thereby and by the Securities Act.
4.2 (a) LEGENDS. The Purchaser understands that the Shares, and any
securities issued in respect thereof or exchange therefore, may bear one or all
of the following legends:
(b) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933."
(c) Any legend required by the Blue Sky laws of any state to the
extent such law is applicable to the shares represented by the certificate so
legended.
4.3 QUALIFICATIONS. The offer and exchange of the Shares to the
SHAREHOLDERS and IGH and IGH (a Utah corporation) to ISSUER (a Nevada
corporation) pursuant to this Agreement shall be exempt with no permit required
pursuant to the applicable provision of the California Corporate Securities Law
of 1968, as amended, nor is the ISSUER or IGH required to qualify its
securities under the California Corporate Securities Law of 1968. All other
authorizations, approvals or permits of any other governmental authority that
are required in connection with the lawful issuance and sale of the Shares
shall have been duly obtained and shall be effective on and as of the Closing
Date.
5. a. CLOSING. The closing of this transaction may take place in two
parts, and by fax to each party.
b. CLOSING DATE: The consummation of the exchange of the Shares
hereunder (hereafter "CLOSING") shall be held at the Law Offices Of Xxxxxx X.
Xxxxxxx a Professional Corporation 00000 Xxxx Xxxxxxx Xxxx., Xxx 000 Xxx
Xxxxxxx, Xx 00000 at 10:00 a.m., on December 4th, 2003 or at such other time
and place as the ISSUER and the SHAREHOLDERS and IGH mutually agree upon in
writing (hereafter "Closing Date").
c. Condition to Obligations of Purchaser: The obligations of
ISSUER to close the transactions contemplated hereby are subject to the
satisfaction of the following conditions:
i. ISSUER shall have the right to conduct such
inspections and investigations of the business and operations of IGH and its
wholly owned subsidiary IYSG, as ISSUER deems necessary. In the event ISSUER,
in its sole discretion, determines that the exchange transaction contemplated
herein is not in its best interests, ISSUER shall have the right to cancel this
agreement and upon a return of any consideration escrowed or exchanged, if any.
ii. A condition of closing is that all existing secured
and unsecured debt and obligations including all past due expenses, fees and
invoices associated with the acquisition/Merger of IGH and IYSG listed in
Section 3. iv. of this Agreement are assumed by ISSUER.
iii. EFFECTIVE DATE: The effective date of this agreement
for the purposes of determining outstanding obligations and income from IGH and
IYSBC subsidiary operations and all divisions and interests will be December 1,
2003.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER
(1) Shareholder consents executed by shareholders of the ISSUER
reflecting greater than the requisite majority necessary to conduct the actions
contemplated herein.
(2) Board of Directors Minutes authorizing the issuance of a
certificate or certificates for a minimum amount of 17,576,071 Shares, or
amount as adjusted by the terms of this Agreement herein contained and approved
by the combined Board of Directors at closing, registered in the names of the
SHAREHOLDERS equal to their pro-rata holdings in IGH. ISSUER shall cause
transfer agent to promptly deliver all certificates due upon or after the
closing date as determined by the then combined Board of Directors. The cost
of each certificate transaction shall be the responsibility of IGH and/or
SHAREHOLDERS.
(3) A Board of Directors resolution appointing Xx. Xxxxx
Xxxxxx, Xxxxxxx Alliban and Xxxxx Xxxxxx as directors of ISSUER.
(4) All current and proposed SEC filings of the ISSUER
ii. By SHAREHOLDERS AND IGH:
(1) Delivery to the ISSUER, or to its Transfer Agent, a
Resolution delivering one hundred percent (100%) of all of the issued and
outstanding stock of IGH, and additionally a secondary resolution transferring
to ISSUER simultaneously at closing, (as a then internal Company transfer in
and to ISSUER) one hundred percent (100%) of all of the stock, assets and
liabilities held by IGH in its subsidiary interests International Yacht Sales
Group Ltd (IYSG Ltd.), which shall include but not be limited to the following
divisions).
o IYSBC brand and network
o Emedi8 software and software depot
o ICS operation
o Iworldrealty
o International Boat Services
o International Marine Services
(1).00.Xx the Closing, IGH shall deliver the following
documents and instruments and take the following actions regarding
ISYBC and divisions including but not limited to:
(1).02.Closing . IGH shall deliver to ISSUER any
requisite assignments any and all Interests as it relates to the
100% ISYBC ownership being transferred/conveyed to the ISSUER.
ISSUER shall generate corresponding internal approvals and board
resolutions as required.
(2) Shareholder consents executed by shareholders and delivered
to the ISSUER reflecting greater than the requisite majority necessary to
conduct the actions contemplated herein.
(3) Current Shareholder list of IGH and IYSBC
(4) Additional Documents: Delivery to ISSUER of all reasonable
requested copies of corporate records, meeting minutes, articles of
incorporation, bylaws, resolutions, contracts, pro forma etc., in behalf of and
or to fulfill any and all requirements as necessary in behalf of this Agreement
as needed of IGH or ISYBC and divisions by the ISSUER in conducting its
fulfillment of regulatory or any third party requirements and including its
then current and forward business of the acquired Merged IGH subsidiary and
independent resultant ISYBC subsidiary and divisions of the ISSUER in
accordance with this Agreement and terms herein. Additionally any and all
required additional financial statements audited and unaudited will be
delivered as required by the ISSUER'S current policy and procedure. The
requests and deliveries shall survive the closing date (see items set forth on
APPENDIX F attached hereto).
iii. By ISSUER, SHAREHOLDERS AND OR IGH and ISYBC:
(1) Consummation Of Closing: All acts, deliveries and
confirmations comprising the Closing regardless of chronological sequence shall
be deemed to have occurred at the closing.
(2) Agreements As to Tax Matters. The parties to this Agreement
will cooperate fully with each other, in connection with the preparation,
signing and filing of tax returns and in any administrative, judicial or other
proceeding involving taxes relating to the Acquired Assets and or Merged
subsidiary historical and present activities.
(3) Post-Closing Documents. The parties hereto will cooperate
with one another after Closing and, without any further consideration, will
execute and deliver such other documents as shall be reasonably required after
the Closing to transfer title to the Acquired Assets to Purchaser and to take
any other action necessary to carry out the intent and purposes ct this
Agreement.
(4) Notice. Parties shall notify one another of any claim
demand, action, suit or proceeding relating to or arising in connection with,
time Acquired Assets as soon as practicable after learning of such claim,
demand, action, suit or proceeding.
(5) Dilution Or Other Adjustments. In the event of any change
in the Common Stock through merger, consolidation, reorganization, re-
capitalization, stock split, stock dividend, or the issuance to stockholders of
rights to subscribe to stock of the same class, or in the event of any change
in the capital structure or other increase or decrease in the number of issued
shares of Common Stock effected without the receipt of consideration by the
Company, (i) the number of Shares, (ii) the Purchase Price, or (iii) any
provision of this Agreement, shall be automatically adjusted as necessary in
order to prevent dilution or enlargement of the shares and the rights granted
hereunder.
(6) Reverse on Issuer's Stock. It is agreed by the parties
hereto, ISSUER and SHAREHOLDERS of both the ISSUER and IGH herewith delivers at
the Closing Date their additional majority shareholder consents, whereupon
after the Closing Date if a reverse stock split upon the Issuer's stock would
be voted by the Majority Vote of then shareholders of the ISSUER to be effected
upon the ISSUERS stock, and in excess of a 3 shares for 1 share reverse stock
split, ISSUER must by the delivered shareholder consents, provide for anti
dilution adjustments as necessary for the benefit of shareholders listed on
APPENDIX G hereto.
(7) Employment and or Service Provider Agreements. It is agreed
and recognized by ISSUER, SHAREHOLDERS and or IGH that ISSUER will provide an
upgraded employment or corporate service agreement contract and provisions
satisfactory to Xxxxxx Xxxxxxxxx its President and Director and Xxxxx Xxxxxx,
it's Vice President and Director (see APPENDIX H hereto). Additional key
consultants and service providers currently utilized by the ISSUER shall also
be continued on a basis satisfactory to the provider and ISSUER.
(8) Two additional Director position seats shall be brought by
ISSUER as to be reviewed first by ISSUER'S nominating committee for
presentation to the then Board of Directors of ISSUER.
7. REMEDIES.
i. Arbitration. Any controversy or claim arising
out of, or relating to, this Agreement, or the making, performance, or
interpretation thereof, shall be settled by arbitration in Palm Beach, Florida
in accordance with the Rules of the American Arbitration Association then
existing, and judgment on the arbitration award may be entered in any court
having jurisdiction over the subject matter of the controversy.
8. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph
headings throughout this Agreement are for convenience and reference only, and
shall in no way be deemed to define, limit, or add to the meaning of any
provision of this Agreement.
ii. No oral change. This Agreement and any provision
hereof, may not be waived, changed, modified, or discharged orally, but only by
an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
iii. Non Waiver. Except as otherwise provided herein, no waiver
of any covenant, condition, or provision of this Agreement shall be deemed to
have been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (I) the failure of any party to insist in any one
or more cases upon the performance of any of the provisions, covenants, or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the future of any such
provisions, covenants, or conditions, (ii) the acceptance of performance of
anything required by this Agreement to be performed with knowledge of the
breach or failure of a covenant, condition, or provision hereof shall not be
deemed a waiver of such breach or failure, and (iii) no waiver by any party of
one breach by another party shall be construed as a waiver with respect to any
other or subsequent breach.
iv. Time of Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
v. Entire Agreement. This Agreement contains the entire
Agreement and understanding between the parties hereto, and supersedes all
prior agreements and understandings.
vi. Counterparts.This Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
vii. NEVADA AND ALL STATES CORPORATE SECURITIES LAWS.
NEVADA AND ALL STATES CORPORATE SECURITIES LAWS. THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF NEVADA, NOR ANY OTHER STATES AND
THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY APPLICABLE STATE STATUTE AND
AMENDMENT RULES AND CORPORATIONS CODES. THE RIGHTS OF ALL PARTIES TO THIS
AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
UNLESS THE SALE IS SO EXEMPT.
viii. Delays or Omissions. No delay or omission to exercise any
right, power or remedy accruing to any holder of any Shares, upon any breach or
default of the ISSUER under this Agreement, shall impair any such right, power
or remedy of such holder nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any holder of any breach or default under this
Agreement, or any waiver on the part of any holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies either under
this Agreement, or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.
ix. Separability Of Agreements; Severability Of This Agreement.
In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
x. Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given on the date of service if served personally on the party
to whom notice is to be given, or on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, and by fax, as follows:
ISSUER: Energy Producers Inc, Inc.
0000 X. Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx
XX 00000-0000
XXX
IGH: International Group Holdings, Inc.
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx
Xxxxxxx
00000
ix. Survivals. The representations, warranties, covenants and
agreements made herein shall survive the closing of the transactions
contemplated hereby.
x. Successors And Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 1st
day of December 2003.
ENERGY PRODUCERS INC, INTERNATIONAL GROUP HOLDINGS, INC.
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxx Xxxxxx
By:_________________________ By:________________________
Xxxxxx Xxxxxxxxx President Xxxxx Xxxxxx, President
