ACQUISITION AGREEMENT
EXHIBIT
2
AGREEMENT,
made effective this 30th day of June 2005, by and among Xxxx.xxx, Inc., a Nevada
corporation, ("ESY"), Royal Spring Water Company Inc., a Nevada corporation
("RSP"), the persons executing this agreement (referred to collectively as
"Shareholders" and individually as "Shareholder") who own all of the outstanding
shares of RSP.
RECITALS
WHEREAS,
ESY
a
private, fully reporting company desires to acquire, 100% of the total
outstanding capital stock of RSP; and
WHEREAS,
RSP
and
its Shareholders agree to enter into a business combination transaction which
shall result in the former Shareholders of RSP controlling a stake in ESY;
and
NOW,
THEREFORE, in
consideration of the mutual promises, covenants, and representations contained
herein, the parties hereto intending to be legally bound hereby, agree as
follows:
ARTICLE
1
EXCHANGE
OF SECURITIES
1.1
Issuance
of Shares. Subject
to all of the terms and conditions of this Agreement, ESY and RSP agree that
no
issuance of shares will take place and the RSP shareholders (Exhibit A) will
surrender their shares to ESY.
ESY
will
then be the only single shareholder of RSP Common Stock owning 100% of the
outstanding common shares of RSP (the "RSP Common Stock").
ARTICLE
2,
REPRESENTATIONS
AND WARRANTIES
OF
RSP
RSP
hereby represents and warrants to ESY that:
2.1
Organization.
RSP is
a
corporation duly organized, validly existing, and in good standing under the
laws of Nevada, has all necessary corporate powers to carry on its business
as
now owned and operated, and is duly qualified to do business and is in good
standing in all jurisdictions where its business requires
qualification.
2.2 Capital. RSP's
authorized capital presently consists of 75,000 shares of capital stock, par
value $1.00, of which, as of the date hereof, 75,000 shares are issued and
outstanding and no shares, warrants or options have been reserved for issuance
based upon certain specified contingencies. All issued and outstanding shares
have been duly authorized, validly issued and are fully paid and non-assessable,
and subject to no preemptive rights of any shareholder.
2.3 Business
Plan. The
Business Plan of RSP delivered to ESY accurately describes the business and
operations of RSP. RSP has all right title and interest in future patents,
formulas, trademarks, know-how, and other intellectual property discussed in
such Business Plan or required to undertake the business and operations and
manufacture and sell the products described in such Business Plan and is not
required to pay any royalties for the use of such intellectual property to
any
person or entity.
2.4 Directors
and Officers. Exhibit
B
to this Agreement, the text of which is hereby incorporated by reference,
contains the names and titles of all of the directors and officers of RSP as
of
the date of this Agreement.
2.5
Compliance
with Laws. RSP
has
substantially complied with, and is not in violation of, all applicable federal,
provincial or local statutes, laws and regulations, including, without
limitation, any applicable building, zoning, environmental, employment or other
law, ordinance or regulation affecting its properties, products or the operation
of its business except where such non-compliance would not have a materially
adverse effect on the business or financial condition of RSP. RSP has all
licenses and permits required to conduct its business as now being conducted
and
as contemplated in its Business Plan heretofore delivered to ESY except where
such non-compliance would not have a materially adverse effect on the business
or financial condition of RSP.
2.6
Financial
Statements. RSP
will
deliver to ESY, a copy of the balance sheet and income statement for RSP as
at
June 30, 2005. These financial statements have been prepared from
the
books and records of RSP, and present fairly the financial position of RSP
as of
June 30,
2005,
and have been prepared in accordance with generally accepted accounting
principles consistently applied with those used in preparing financial
statements of RSP during prior fiscal periods.
2.7 Absence
of Changes. Since
the
date of the most recent financial statements there has not been any change
in
the financial condition or operations of RSP, except for changes in the ordinary
course of business, which changes have not in the aggregate been materially
adverse.
2.8
Absence
of Undisclosed Liabilities. As
of the
date of its most recent balance sheet, RSP did not have any material debt,
liability, or obligation of any nature, whether accrued, absolute, contingent
or
otherwise, and whether due or to become due, that is not reflected in such
balance sheet or incurred in the ordinary course of business following the
date
of the last balance sheet included.
2.9
Investigation
of Financial Condition. Without
in any manner reducing or otherwise mitigating the representations contained
herein, ESY and/or its attorneys shall have the opportunity to meet with
accountants and attorneys to discuss the financial condition of RSP. RSP shall
make available to ESY and/or its attorneys all books and records of RSP. If
the
transaction contemplated hereby is not completed, all documents received by
ESY
and/or its attorneys shall be returned to RSP and all information so received
shall be treated as confidential.
2.10 Litigation. RSP
is
not a party to any suit, action, arbitration or legal, administrative or other
proceeding, or governmental investigation pending or, to the best knowledge
of
RSP, threatened against or affecting RSP or its business, assets or financial
condition, except for matters which would not have a material affect on RSP
or
its properties. RSP is not in default with respect to any order, writ,
injunction or decree of any federal, provincial, local or foreign court,
department, agency or instrumentality applicable to it. RSP is not engaged
in
any lawsuits to recover any material amount of monies due to it.
2.11
Ownership
of Shares. The
delivery of RSP Common Stock as contemplated herein will result in ESY's
immediate acquisition of record and beneficial ownership of 100% of RSP's
capital stock, free and clear of all liens and encumbrances subject to
applicable Provincial and Federal securities laws. Such shares were duly and
validly issued, fully paid and non-assessable.
2.13
Ability
to Carry Out Obligations. The
execution and delivery of this Agreement by the Shareholders and RSP and the
performance by the Shareholders of the obligations hereunder in the time and
manner contemplated will not cause, constitute or conflict with or result in
(a)
any material breach or violation of any of the provisions of or constitute
a
material default under any license, indenture, mortgage, charter, instrument,
articles of incorporation, by-laws, or other agreement or instrument to which
RSP is a party, or by which it may be bound, nor will any consents or
authorizations of any party other than those hereto be required, (b) an event
that would permit any party to any material agreement or instrument to terminate
it or to accelerate the maturity of any indebtedness or other obligation of
RSP,
or (c) an event that would result in the creation or imposition of any material
lien, charge, or encumbrance on any asset of RSP.
2.14 Assets.
RSP has
good and marketable title to all of the properties and assets reflected on
its
latest balance sheet (except for property and assets disposed of in the ordinary
course of business after the date thereof), free and clear of all liens and
encumbrances, except as noted therein, and except for liens of taxes not
delinquent.
2.15 Indemnification. Shareholders
(severally in proportion to their shares in RSP as set forth in Exhibit A)
and
RSP agree to defend and hold ESY harmless against and in respect of any and
all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, and reasonable
attorney fees, that it shall incur or suffer, which arise out of, result from
or
relate to any breach of, or failure by Shareholders to perform any of their
respective representations, warranties, covenants and agreements in this
agreement
or in any exhibit or other instrument furnished or to be furnished by
Shareholders under this Agreement.
ARTICLE
3
REPRESENTATIONS
AND WARRANTIES
OF
XXXX.XXX, INC.
ESY
represents and warrants to RSP and the Shareholders that:
3.1
Organization. ESY
is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Nevada has all necessary corporate powers to own its
properties and to carry on its business as now owned and operated, and duly
qualified to do business in each of such provinces and other jurisdictions
where
its business requires such qualification. ESY may change its domicile to prior
to closing.
3.2
Capital. At
the
Closing the authorized capital stock of ESY will consist of 50,000,000 shares
of
Common Stock with a par value of $.001 of which approximately 30,072,000 shares
of Common Stock will be issued and outstanding. All of the issued and
outstanding shares will be duly and validly issued, fully paid and
non-assessable. There are no outstanding subscriptions, options, rights,
warrants, convertible securities, or other agreements or commitments obligating
ESY to issue or to transfer from treasury any additional shares of its capital
stock of any class or repurchase any such shares.
3.3
Business. On
or
before the closing ESY shall have no operations.
3.4
Financial
Statements. ESY
will
deliver to RSP to a copy of the statement of account of ESY as known to the
current officers and directors of ESY at its current year end. To the best
of
our knowledge and information, ESY has had no operations for more than three
years. These financial statements have been prepared from the books and records
of ESY for the fiscal year then ended, and have been prepared in accordance
with
generally accepted accounting principles consistently applied with those used
in
preparing financial statements of ESY during prior fiscal periods.
3.5
Absence
of Changes. Since
the
date of the Balance Sheet there has not been any change in the financial
condition or operations of ESY.
3.6
Absence
of Undisclosed Liabilities. As
of the
date of its most recent balance sheet, ESY did not have any material debt,
liability, or obligation of any nature, whether accrued, absolute, contingent
or
otherwise, and whether due or to become due, that is not reflected in such
balance sheet or incurred in the ordinary course of business following the
date
of the last balance sheet included.
3.7 Tax
Returns. Within
the times and the manner prescribed by law, ESY has filed all federal,
provincial and local tax returns, as required by law, and has paid all taxes,
assessments
and
penalties due and payable. There are no present disputes as to taxes of any
nature payable by ESY. Adequate provision has been made on the Balance Sheet
for
all taxes if any of ESY as of the date thereof.
3.8
Investigation
of Financial Condition. Without
in any manner reducing or otherwise mitigating the representations contained
herein, Shareholders shall have the opportunity to meet with ESY's accountants
to discuss the financial condition of ESY.
ESY
shall
make available to Shareholders all books and records of ESY in its possession
and control.
3.9
Compliance
with Laws. ESY
has
complied with all, and is not in violation of any, applicable federal,
provincial or local statutes, laws and regulations (including, without
limitation, any applicable building, zoning, environmental or other law,
ordinance, or regulation) affecting its properties or the operation of its
business, except where non-compliance would not have a materially adverse effect
on the business or operations of ESY.
3.10
Litigation. ESY
is
not a party to any suit, action, arbitration or legal, administrative or other
proceeding, or governmental investigation pending or, to the best knowledge
of
ESY, threatened against or affecting ESY or its business, assets or financial
condition, except for matters which would not have a material affect on ESY
or
its properties. ESY is not in default with respect to any order, writ,
injunction or decree of any federal, provincial, local or foreign court,
department, agency or instrumentality applicable to it. ESY is not engaged
in
any lawsuits to recover any material amount of monies due to it.
3.11 Authority. The
Board
of Directors of ESY has authorized the execution of this Agreement and the
transactions contemplated herein, and when approved by the shareholders of
ESY
it will have full power and authority to execute, deliver and perform this
Agreement and this Agreement will be the legal, valid and binding obligation
of
ESY, is enforceable in accordance with its terms and conditions, except as
may
be limited by bankruptcy and insolvency laws and by other laws affecting the
rights of creditors generally.
3.12
Ability
to Carry Out Obligations. The
execution and delivery of this Agreement by ESY and the performance by ESY
will
not conflict with or result in (a) any material breach or violation of any
of
the provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, certificate of incorporation, bylaw, or other
agreement or instrument to which ESY is a party, or by which it may be bound,
nor will any consents or authorizations of any party other than those hereto
be
required, (b) an event that would permit any party to any material agreement
or
instrument to terminate it or to accelerate the maturity of any indebtedness
or
other obligation of ESY, or (c) an event that would result in the creation
or
imposition of any material lien, charge, or encumbrance on any asset of
ESY.
3.13
Title.
None of
such shares of ESY stock are or will be subject to voting trusts or agreements,
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. ESY is not a
party
to any agreement that offers or grants to any person the right to purchase
or
acquire any of the securities to be issued pursuant to this Agreement. There
is
no applicable local, provincial or federal law rule, regulation
or decree which would, as a result of the issuance of the shares of ESY stock,
impair, restrict or delay any voting rights with respect to the shares of ESY
stock.
3.14
Indemnification. ESY
agrees to indemnify, defend and hold Shareholders and RSP harmless against
and
in respect of any and all claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries and deficiencies, including interest,
penalties, and reasonable attorney fees, that they shall incur or suffer, which
arise out of, result from or relate to any breach of, or failure by ESY to
perform any of its representations, warranties, covenants and agreements in
this
Agreement or in any exhibit or other instrument furnished or to be furnished
by
ESY under this Agreement.
ARTICLE
4
ADDITIONAL
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
4.1
Share
Ownership. The
Shareholders hold shares of RSP Common Stock as set forth in Exhibit A hereto.
The shares are owned of record and are held beneficially by each holder thereof,
and such shares are not subject to any lien, encumbrance or pledge. Each
Shareholder will surrender to ESY such shares pursuant to this
Agreement.
4.2 Shareholders
and Issued Stock. Exhibit
A
annexed hereto sets forth the names, shareholdings and consents of 100% of
RSP
shareholders to this transaction.
4.3
Indemnification. Each
Shareholder hereby agrees to indemnify and hold harmless ESY against all
liability, costs or expenses (including reasonable attorney's fees) arising
as a
result of any misrepresentations made herein by such Shareholder.
ARTICLE
5
PRE-CLOSING
COVENANTS
5.1
Conduct
of Business. Prior
to
the Closing, RSP and ESY shall each conduct its business in the normal course,
and shall not sell, pledge, or assign any assets, without the prior written
approval of the other party, except in the regular course of business. Neither
RSP or ESY shall amend its Articles of Incorporation or Bylaws, declare
dividends,
redeem or sell stock or other securities, incur additional or newly-funded
liabilities, acquire or dispose of fixed assets, change
employment terms, enter into any material or long-term contract, guarantee
obligations of
any
third party, settle or discharge any balance sheet receivable for less than
its
stated amount, pay more on any liability than its stated amount, or enter into
any other transaction other than in the regular course of business.
ARTICLE
6
POST-CLOSING
COVENANTS
6.1
For
the one year following the Closing herein:
(a)
Issue
of Additional Shares. Issuance
and sales of ESY's securities to affiliated investors will be on the same terms
as offered to non-affiliated investors and shall be for fair market
value, which may include a reasonable discount to the quoted price published
on
the Pink
Sheets.
(b)
No
Interference or Denial of Shares. Post
closing, the management of ESY will not challenge the ownership rights of any
existing shareholders at the time of closing or in any manner interfere with
their right to transfer the same.
6.2
Prompt
resignation of officers and directors: Upon
closing all existing ESY officers and directors shall have resigned and Xxxx
Xxxxx, Xxxxx Xxxxxxxxx and Xxxxx Xxx Xxxxx shall be elected or appointed
directors and CEO, President, and Secretary as the case may be.
6.3
Benefit
for all ESY Shareholders: The
foregoing provisions of this Article 6 are expressly set forth for the benefit
of all shareholders of ESY and may not be amended or waived. Any shareholder
damaged by a violation of these provisions shall have the right to seek an
injunction and/or damages, including reasonable attorneys' fees, for such
violation.
6.4
Listing : Upon
the
closing the undersigned management agrees to list the Company on the OTC-Pink
Sheets or higher exchange to the best of its ability.
CONDITIONS
PRECEDENT TO
ESY'S
PERFORMANCE
7.1
Conditions. ESY's
obligations hereunder shall be subject to the satisfaction, at or before the
Closing, of all the conditions set forth in this Article 7. ESY may waive any
or
all of these conditions in whole or in part without prior notice; provided,
however, that no such waiver of a condition shall constitute a waiver by ESY
of
any other condition of or any of ESY's other rights or remedies, at law or
in
equity, if Shareholders shall be in default of any of their representations,
warranties, or covenants under this Agreement.
7.2
Accuracy
of Representations. Except
as
otherwise permitted by this Agreement, all representations and warranties by
Shareholders in this Agreement or in any written statement that shall be
delivered to ESY by Shareholders under this Agreement shall be true and accurate
on and as of the Closing Date as though made at that time.
7.3
Performance. Shareholders
shall have performed, satisfied, and complied with all covenants, agreements,
and conditions required by this Agreement to be performed or complied with
by
it, on or before the Closing Date.
7.4 Absence
of Litigation. No
action, suit, or proceeding before any court or any governmental body or
authority, pertaining to the transaction contemplated by this Agreement or
to
its consummation, shall have been instituted or threatened against RSP on or
before the Closing Date.
7.5
Acceptance
by RSP Shareholders. The
holders of an aggregate of not less than 90% of the issued and outstanding
shares of common stock of RSP shall have agreed to exchange their shares for
shares of ESY Common Stock.
7.6
Certificate. Shareholders
shall have delivered to ESY a certificate, dated the Closing Date, certifying
that each of the conditions specified in Sections 7.2 through 7.5 hereof have
been fulfilled.
ARTICLE
8
CONDITIONS
PRECEDENT TO SHAREHOLDERS' PERFORMANCE
8.1
Conditions. Shareholders'
obligations hereunder shall be subject to the satisfaction, at or before the
Closing, of all the conditions set forth in this Article 8. Shareholders may
waive any or all of these conditions in whole or in part without prior notice;
provided, however, that no such waiver of a condition shall constitute a waiver
by Shareholders of any other condition of or any of Shareholders' rights or
remedies, at law or in equity, if ESY shall be in default of any of its
representations, warranties, or covenants under this Agreement.
8.2
Accuracy
of Representations. Except
as
otherwise permitted by this Agreement, all representations and warranties by
ESY
in this Agreement or in any written statement that shall be delivered
to Shareholders by ESY under this Agreement shall be true and accurate on and
as
of the
Closing
Date as though made at that time.
8.3
Performance. ESY
shall
have performed, satisfied, and complied with all covenants, agreements, and
conditions required by this Agreement to be performed or complied with by it,
on
or before the Closing Date.
8.4
Absence
of Litigation. No
action, suit or proceeding before any court or any governmental body or
authority, pertaining to the transaction contemplated by this Agreement or
to
its consummation, shall have been instituted or threatened against ESY on or
before the Closing Date.
8.5
Agreement
concerning Liabilities. ESY
shall
have entered into an agreement to reduce its liabilities incurred in its
operations prior to the closing on terms satisfactory to
Shareholders.
8.6
Officers'
Certificate. ESY
shall
have delivered to Shareholders a certificate, dated the Closing Date and signed
by the President of ESY certifying that each of the conditions specified in
Sections 8.2 through 8.5 have been fulfilled.
ARTICLE
9 CLOSING
9.1
Closing. The
Closing of this transaction shall be held at the offices of ESY, or such other
place as shall be mutually agreed upon, on such date as shall be mutually agreed
upon by the parties. In event the Closing herein has not been completed by
the
30th day of June 2005 any party hereto may terminate this agreement and in
such
event this agreement shall be null and void. At the Closing:
(a)
Each
Shareholder shall present the certificates representing his shares of RSP being
acquired by ESY, and such certificates will be duly endorsed.
(b)
ESY
shall
deliver an officer's certificate, as described in Section 8.6 hereof, dated
the
Closing Date, that all representations, warranties, covenants and conditions
set
forth in this Agreement on behalf of ESY are true and correct as of, or have
been fully performed and complied with by, the Closing Date.
(c)
ESY
shall
deliver a signed consent and/or Minutes of the Directors of ESY approving this
Agreement and each matter to be approved by the Directors of ESY under this
Agreement.
(d)
(d)
Xxxx
Xxxxx and Xxxxx Xxxxxxxxx shall deliver a certificate, as described in Section
7.6 hereof, dated the Closing Date, that all representations, warranties,
covenants and conditions set forth in this Agreement on behalf of Shareholders
are true and correct as of, or have been fully performed and complied with
by,
the Closing Date, with the exception that the warranty as to ownership of shares
by other Shareholders is qualified to the best of their knowledge and
belief.
ARTICLE
10
MISCELLANEOUS
10.1
Captions. 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.
10.2
No
Oral Change. This
Agreement and any provision hereof, may not be waived, changed, modified, or
discharged orally, but it can be changed by an agreement in writing signed
by
the party against whom enforcement of any waiver, change, modification, or
discharge is sought.
10.3
Non-Waiver. Except
as
otherwise expressly 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.
10.4
Time
of Essence. Time
is
of the essence of this Agreement and of each and every provision
hereof.
10.5
Non-competition
Agreement. Each
of
the Shareholders hereby jointly and severally agrees that for a period of three
(3) years following the Closing herein, that they will not, directly or
indirectly:
(a) Own,
operate, manage or be involved in any manner with any business that competes
in
any way, either directly or indirectly, with RSP;
(b) Solicit
or contact any customers or former customers of RSP in connection with a
business in competition with RSP;
(c) Reveal,
disclose or use for any purpose, any trade secret, or other confidential or
proprietary information concerning RSP or the identity or characteristics of
any
customer, former customer or customer list; or
(d) Solicit
the services in any manner, or employ any employees of RSP for competing
employment or otherwise.
10.6
Entire
Agreement. This
Agreement contains the entire Agreement and understanding between the parties
hereto, supersedes all prior agreements and understandings, and constitutes
a
complete and exclusive statement of the agreements, responsibilities,
representations and warranties of the parties.
10.7
Counterparts. This
Agreement may be executed 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.
10.8
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 delivered by
a
national courier service, 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 as follows:
|
To
ESY:
|
Xxxxxx
Xxxxxx
|
00
Xxxx
Xxxx
Xxxxxxxxx,
XX,
|
To
RSP :
|
Xxxxx
Xxxxxxxxx
|
00000
Xxxxxxx Xx.
Xxxxxxxxxx
XX, 00000
To
Shareholders: To the Shareholder's Representative c/o RSP
10.9
Binding
Effect. This
Agreement shall inure to and be binding upon the heirs, executors, personal
representatives, successors and assigns of each of the parties to this
Agreement.
10.10
Mutual
Cooperation. The
parties hereto shall cooperate with each other to achieve the purpose of this
Agreement, and shall execute such other and further documents and take such
other and further actions as may be necessary or convenient to effect the
transaction described herein.
10.11
Announcements. ESY
and
Shareholders will consult and cooperate with each other
as
to the timing and content of any announcements of the transactions contemplated
hereby
to the
general public or to employees, customers or suppliers.
10.12
Expenses. Each
party will pay its own legal, accounting and any other out-of-pocket expenses
reasonably incurred in connection with this transaction, whether or not the
transaction contemplated hereby is consummated.
10.13
Brokerage. RSP,
ESY
and Shareholders each represent that no finder, broker, investment banker or
other similar person has been involved in this transaction. Each party agrees
to
indemnify and hold the others harmless from payment of any brokerage fee,
finder's fee
or
commission claimed by any other person or entity who claims to have been
involved in the
transaction herein because of an association with such party.
10.14
Survival
of Representations and Warranties. The
representations and warranties of the parties set forth in this Agreement or
in
any instrument, certificate, opinion, or other writing providing for in it,
shall survive the Closing irrespective of any investigation made by or on behalf
of any party for a period of one year.
10.15
Exhibits. As
of the
execution hereof, the parties hereto have provided each other with
the
Exhibits provided for hereinabove, including any items referenced therein or
required to
be
attached thereto. Any material changes to the Exhibits shall be immediately
disclosed to the other party.
10.16
Choice
of Law. This
Agreement and its application shall be governed by the laws of the State of
Nevada.
(SIGNATURE
PAGE TO FOLLOW)
IN
WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their authorized
representatives, all as of the date first written above.
|
Xxxx.Xxx,
Inc..
|
||
|
Xxxxxx
Xxxxxx
|
||
|
Xxxxx
Xxxxxxxxx, President
|
||
(Signatures
on file)
EXHIBIT
A
THE
UNDERSIGNED, each
being shareholders of Royal Spring Water Inc. hereby represent that they own
the
number of shares of Royal Spring Water Inc.'s common stock as set forth beneath
their respective signature below and further covenant and agree to comply with,
undertake to perform, and abide by, the various covenants, warranties and
undertakings
as set forth in the foregoing Agreement and Plan of Acquisition made effective
this
30th day
of June 2005, by and among Xxxx.xxx, Inc., Royal Spring Water Inc., and the
shareholders of Royal Spring Water Inc..
EXECUTED on
the
date set forth below the respective signatures:
|
Name:
Xxxx Xxxxx
|
||
|
Number
of Shares: 37,500
|
||
|
Dated:
June 30, 2005
|
||
|
Name:
Xxxxx Xxxxxxxxx
|
||
|
Number
of Shares: 37,500
|
||
|
Dated:
June 30, 2005
|
||
|
(Signatures
on file)
|
||
EXHIBIT
B
OFFICERS
AND DIRECTORS
|
Xxxx
Xxxxx
|
CEO
|
|
Xxxxx
Xxxxxxxxx
|
President
and Secretary
|
