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EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER ("AGREEMENT") is made effective as of
this 22nd day of November, 1999, by and between INTERACTIVE CON-ED.COM, INC., a
Delaware corporation ("ICE"), CORPAS INVESTMENTS, INC., a Florida corporation
("CORPAS" or the "SURVIVING CORPORATION" and collectively with ICE, the
"CORPORATIONS") and ROY MEADOWS, the controlling shareholder of Corpas (the
"CORPAS CONTROL SHAREHOLDER"), with ICE merging with and into Corpas, such that
the separate existence of ICE shall cease and Corpas shall continue as the
surviving corporation (the "MERGER").
WHEREAS, Corpas is a development stage company with no operations, but
with a limited public market for its common stock, par value $.001 per share
(the "CORPAS COMMON STOCK"), currently trading on the OTC Bulletin Board under
the symbol "CPIM"; and
WHEREAS, ICE was recently founded in order to pursue initially the
online continuing education and training needs of the healthcare industry, has
developed a proprietary business strategy, has contracted with a third party to
build and provide to ICE a proprietary online continuing education and training
services website and has exclusive and non-exclusive rights to use, display and
sublicense physician and other healthcare professionals membership and mailing
lists, proprietary video and audio CME trailing materials and various medical
publications; and
WHEREAS, the Board of Directors of Corpas has determined that approval
of the Merger by the Corpas Shareholders is not required pursuant to Sections
607.1101 and 607.1103(7), Florida Statutes, and accordingly no proxy statement
or information statement filing with the Securities and Exchange Commission (the
"SEC") is required by Corpas under Sections 14(a) or 14(c), respectively, of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"); and
WHEREAS, the Board of Directors and Shareholders of ICE and the Board
of Directors of Corpas deem it advisable and in the best interests of the
Corporations and their respective shareholders to merge the Corporations; and
WHEREAS, it is the intention of the parties hereto that the Merger
shall constitute a tax-free reorganization, as defined in Section 368(a)(1)(A)
of the Internal Revenue Code of 1986, as amended, and that this Agreement and
Plan of Merger shall also constitute a Plan of Reorganization.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for the purpose of the Merger and prescribing certain
terms and conditions of the Merger and the mode of carrying same into effect,
the parties hereto agree as follows:
ARTICLE I
1.1 THE MERGER. Upon the terms and subject to the conditions hereof,
and in accordance with the relevant provisions of the Florida Business
Corporation Act, as amended ("FBCA"), and the General Corporation Law of the
State of Delaware ("DGCL"), ICE shall be merged with and into Corpas. Following
the Merger, Corpas shall continue as the surviving corporation and shall
continue its existence under the laws of the State of Florida, and the separate
corporate existence of ICE shall cease.
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1.2 THE CLOSING. The closing of the transactions contemplated by this
Agreement (the "CLOSING") shall take place at the offices of Greenberg Traurig,
P.A., in Orlando, Florida on November 24, 1999 or such other date as the parties
may mutually determine (the "CLOSING DATE").
1.3 EFFECTIVE DATE AND EFFECTIVE TIME. The Merger shall be consummated
by filing with the Secretary of State of the State of Delaware a Certificate of
Merger in accordance with the provisions of the DGCL and Articles of Merger with
the Secretary of State of the State of Florida in accordance with the provisions
of the FBCA and the conversion of the shares of common stock, par value $.001
per share, of ICE ("ICE Common Stock") into shares of Corpas Common Stock as
contemplated by this Agreement. The Merger shall have the effects set forth in
the FBCA and DGCL. The Merger shall be effective immediately upon the later of
the filing of the Certificate of Merger with the Secretary of State of the State
of Delaware and the filing of the Articles of Merger with the Secretary of State
of the State of Florida (the date and time of filing being referenced to herein
as the "EFFECTIVE DATE" and the "EFFECTIVE TIME," respectively).
1.4 RIGHTS AND DUTIES OF CORPAS AS THE SURVIVING CORPORATION. At the
Effective Time, the Surviving Corporation shall thereupon and thereafter possess
all the rights, privileges, powers and franchises of a public as well as of a
private nature, of each of the Corporations, and be subject to all the
restrictions, disabilities and duties of each of the Corporations so merged; and
all of the rights, privileges, powers and franchises of each of the
Corporations, and all property, real, personal and mixed, and all debts due to
either of the Corporations on whatever account, as well for stock subscriptions
and all options or warrants for stock of either Corporation, shall be vested in
the Surviving Corporation; and all property, rights, privileges, powers and
franchises and all and every other interest shall be thereafter the property of
the Surviving Corporation as they were of the Corporations; and the title to any
real estate, vested by deed or otherwise, under the laws of the State of Florida
or the State of Delaware or otherwise, in either of the Corporations, shall not
revert or in any way be impaired by reason of the Merger; provided, that all
debts, liabilities and duties of the Corporations, and all rights of creditors
and all liens upon any property of either of the Corporations shall thenceforth
attach to the Surviving Corporation, and may be enforced against it to the same
extent as if said debts, liabilities and duties had been incurred or contracted
by it.
1.5 ARTICLES OF INCORPORATION; BYLAWS. The Articles of Incorporation
and By-Laws of Corpas, as in effect immediately prior to the Effective Time,
shall be the Articles of Incorporation and By-Laws of the Surviving Corporation
until thereafter amended as provided by law.
1.6 DIRECTORS. The directors of the Board of Directors of the Surviving
Corporation at the Effective Time shall be as set forth on SCHEDULE 1.6,
attached hereto and incorporated by reference herein, and will hold office from
the Effective Time until their respective successors are duly elected and
qualified in the manner provided in the Articles of Incorporation and By-Laws of
the Surviving Corporation, or as otherwise provided by law.
1.7 OFFICERS. The officers of the Surviving Corporation at the
Effective Time shall be as set forth on SCHEDULE 1.6 and will hold office from
the Effective Time until their respective successors are duly elected or
appointed in the manner provided in the By-Laws of the Surviving Corporation or
as otherwise provided by law.
1.8 CONVERSION OR CANCELLATION OF SHARES. At the Effective Time, each
share of ICE Common Stock issued and outstanding immediately prior to the Merger
shall be converted into one share of Common Stock (the "MERGER CONSIDERATION")
of the Surviving Corporation, such that an aggregate of 5,600,000 shares of ICE
Common Stock issued and outstanding immediately prior to the Merger shall be
converted into an aggregate
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of 5,600,000 shares of Common Stock. After the Effective Time, each holder of an
outstanding certificate or certificates representing shares of ICE Common Stock
immediately prior to the Effective Time shall surrender same to the Surviving
Corporation and shall receive, in exchange therefor, a certificate or
certificates representing the appropriate number of shares of Corpas Common
Stock in the Surviving Corporation. Until so surrendered, each stock certificate
shall, by virtue of the Merger, be deemed for all purposes to evidence ownership
of the appropriate number of shares of the Surviving Corporation. Stockholders
of ICE who vote against the Merger shall have all the rights, if any, accorded
such parties under the DGCL.
ARTICLE II
2.1 REPRESENTATIONS AND WARRANTIES OF ICE. ICE represents and
warrants to Corpas that the statements contained in this Article II are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date except as set forth in the corresponding disclosure
schedule accompanying this Agreement and initialed by the parties (the "ICE
DISCLOSURE SCHEDULE").
(a) EXISTENCE. ICE is now, and on the Closing Date will be, a
corporation, organized and existing and in good standing under the laws of the
state of its incorporation and has the requisite power and authority to own or
lease its properties and to carry on its business as now being conducted.
(b) POWER AND AUTHORITY. ICE has the power, legal capacity and
authority to enter into, and perform its/his respective obligations under, this
Agreement and each other agreement, document and instrument to be executed and
delivered by ICE in connection herewith (collectively, the "RELATED
AGREEMENTS"). ICE has taken all action necessary to authorize the execution and
delivery of this Agreement and the Related Agreements, the performance of its
obligations hereunder and thereunder, and the consummation of the transactions
contemplated hereby and thereby.
(c) ENFORCEABILITY. This Agreement has been duly authorized,
executed and delivered by ICE and constitutes the legal, valid and binding
obligation of ICE, enforceable respectively against it in accordance with its
terms, except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and general equitable principles regardless of
whether such enforceability is considered in a proceeding at law or in equity.
(d) OWNERSHIP INTEREST SCHEDULE 2.1(D) sets forth, as of the
date hereof, with respect to ICE, the number of authorized, issued and
outstanding shares of each class of its capital stock held by its stockholders
(the "ICE STOCKHOLDERS"). All of the issued and outstanding shares of capital
stock of ICE (i) have been duly authorized and validly issued and are fully paid
and non-assessable, and (ii) were not issued in violation of any preemptive
rights or rights of first refusal or similar rights. No preemptive rights or
rights of first refusal or similar rights exist with respect to any shares of
capital stock owned by the ICE Stockholders and no such rights arise by virtue
of or in connection with the transactions contemplated hereby. The ICE
Stockholders constitute all the record and beneficial holders of all issued and
outstanding capital stock of ICE and the ICE Stockholders own such shares as set
forth on SCHEDULE 2.1(D), free and clear of all Liens, restrictions (other than
restrictions under the Securities Act of 1933, as amended (the "SECURITIES ACT")
or state securities laws) and claims of any kind. Except
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as set forth on SCHEDULE 2.1(D) hereto, the ICE Stockholders are not a party to
any outstanding or authorized rights, options, warrants, convertible securities,
subscription rights, conversion rights, exchange rights or other agreements or
commitments of any kind that could require them to sell, transfer or otherwise
dispose of any capital stock of ICE. In addition, there are no proxies, voting
rights or other agreements or understandings with respect to the voting or
transfer of the capital stock of ICE.
(e) NO VIOLATION. The execution and delivery of this Agreement
and the Related Agreements by ICE and the ICE Stockholders, as the case may be,
the performance by ICE and the ICE Stockholders of their respective obligations
hereunder and thereunder and the consummation by them of the transactions
contemplated hereby and thereby will not (a) violate any provision of the
Certificate of Incorporation, Bylaws or other organizational or governing
document of ICE, or (b) to the knowledge of ICE, (i) violate or conflict with
any law, statute, ordinance, rule, regulation, decree, writ, injunction,
judgment or order of any governmental authority or of any arbitration award
which is either applicable to, binding upon or enforceable against ICE, (ii)
conflict with, result in any breach of, or constitute a default under, or give
rise to a right of payment under or the right to terminate, amend, modify,
abandon or accelerate, any contract which is applicable to, binding upon or
enforceable against ICE, (iii) result in or require the creation or imposition
of any lien upon or with respect to any of the properties or assets of ICE, and
(iv) require the consent, approval, authorization or permit of, or filing with
or notification to, any governmental authority, any court or tribunal or any
other person, except where the violation, conflict, breach, default,
acceleration, termination, amendment, modification, abandonment, or lien would
not have a material adverse effect on ICE taken as a whole or on the ability of
the parties to consummate the transactions contemplated by this Agreement.
(f) RECORDS OF ICE. The copies of the Certificate of
Incorporation, Bylaws and other documents and agreements of ICE which were
provided to Corpas are true, accurate, and complete and reflect all amendments
made through the date of this Agreement and through the Closing Date. The minute
books and other records of corporate actions for ICE made available to Corpas
for review were correct and complete as of the date of such review, and such
minute books and records contain an accurate record of all material corporate
actions of the ICE Stockholders and directors (and any committees thereof) of
ICE taken by written consent or at a meeting or otherwise since incorporation or
formation. The stock ledger of ICE, as previously made available to Corpas,
contains accurate and complete records of all issuances, transfers and
cancellations of shares of the capital stock of ICE.
(g) SUBSIDIARIES. ICE does not own any outstanding voting
securities of or other interests in any other corporation, partnership, joint
venture or other entity.
(h) FINANCIAL STATEMENTS. ICE has delivered to Corpas,
internally prepared, unaudited pro forma financial statements of ICE for the
period from June 22, 1999 to October 15, 1999 (the "FINANCIAL Statements"). The
Financial Statements fairly present the financial position of ICE for the period
covered thereby.
(i) CHANGES SINCE DATE OF CURRENT FINANCIAL STATEMENTS. Other
than as set forth on SCHEDULE 2.1(I), since October 15, 1999, there has not been
any material adverse change in the financial condition of ICE taken as a whole.
Without limiting the generality of the foregoing, other than as set forth on
SCHEDULE 2.1(I), since that date ICE has not engaged in any practice, taken any
action, or entered into any transaction outside the ordinary course of business
the primary purpose or effect of which has been to generate or preserve cash.
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(j) REAL PROPERTY AND LEASEHOLDS. To the knowledge of ICE, the
leasehold interests of ICE in all real property leased or subleased to or on
behalf of ICE are free and clear of any mortgages, claims, liens, restrictions
or encumbrances which would, individually or in the aggregate, materially and
adversely affect the value of such interests to ICE and the ability of ICE to
carry on its activities conducted at such leased premises. ICE has received no
notice that there is any violation or noncompliance of any restrictions or
easements existing with respect to such properties.
(k) TITLE TO ASSETS; OPERATION OF COMPUTER APPLICATIONS.
(i) ICE holds good and marketable title to all of
its Assets, other than those Assets which are leased by ICE,
free and clear of liens, pledges, charges, or encumbrances of
third parties. For purposes of this Agreement, the term
"ASSETS" means all material properties and assets of any
nature owned, leased or licensed by ICE.
(ii) The Fixed Assets currently in use are in good
operating condition, normal wear and tear excepted. For
purposes of this Agreement, the term "FIXED ASSETS" means all
vehicles, machinery, equipment, tools, supplies, leasehold
improvements, furniture and fixtures, owned, leased or used by
or located on the premises of ICE.
(iii) ICE holds valid and enforceable intellectual
property rights to the Computer Products that may be asserted,
and to ICE's knowledge are sufficient, to prevent any third
party other than ICE from reproducing, transmitting,
distributing, selling, licensing, leasing or otherwise
conveying or exploiting for commercial purposes, or preparing
derivative works of, the source code or object code contained
in the Computer Products. The term "Computer Products" means
all computer program materials, software and hardware, which
are a part of the Assets of ICE.
(l) INTELLECTUAL PROPERTY. SCHEDULE 2.1(L) attached hereto
lists all trademarks, trade names, copyrights, patents, trade secrets, licenses,
domain names and other intellectual property used in the conduct of ICE's
business (the "INTELLECTUAL PROPERTY"). To the knowledge of ICE, ICE has the
legal right, title and interest in and to the Intellectual Property. To the
knowledge of the ICE, the conduct of the business of ICE as presently conducted,
and the unrestricted conduct and the unrestricted use and exploitation of the
Intellectual Property, does not infringe or misappropriate any rights held or
asserted by any Person. To the knowledge of the ICE, none of the Intellectual
Property is the subject of any pending or threatened action for opposition,
cancellation, declaration, infringement, or invalidity, unenforceability or
misappropriation or like claim, action or proceeding.
(m) LABOR AGREEMENTS AND DISPUTES. ICE is neither a party to,
nor otherwise subject to any collective bargaining or other agreement governing
the wages, hours, and terms of employment of ICE's employees. ICE is not aware
of any labor dispute or labor trouble involving employees of ICE.
(n) EMPLOYEE BENEFITS. ICE does not maintain and is not
required to make any contributions, and has no outstanding obligation to make
any contribution, to any pension, profit-sharing, retirement, deferred
compensation or other such plan or arrangement for the benefit of any employee,
former employee or other person, and ICE does not have any obligations with
respect to deferred compensation or future benefits to any past or present
employee.
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(o) TAX MATTERS. ICE has, to the date hereof, timely filed all
tax reports and tax returns required to be filed by ICE, and ICE has paid all
taxes, assessments and other impositions as and to the extent required by
applicable law. All federal, state and local income, franchise, sales, use,
property, excise, payroll withholding and other taxes (including interest and
penalties and including estimated tax installments where required to be filed
and paid) due from or with respect to ICE as of the date hereof have been fully
paid, and all taxes and other assessments and levies which ICE is required by
law to withhold or to collect have been duly withheld and levies which ICE is
required by law to withhold or to collect have been duly withheld and collected
and have been paid over to the proper governmental authorities to the extent due
and payable. There are no outstanding or pending claims, deficiencies or
assessments for taxes, interest or penalties with respect to any taxable period
of the ICE.
(p) LICENSES AND PERMITS. ICE possesses all material licenses
and required governmental or official approvals, permits or authorizations
(collectively, the "Permits") for its business and operations. To the knowledge
of ICE, all such Permits are valid and in full force and effect, ICE is in
compliance with the respective requirements thereof, and no proceeding is
pending or threatened to revoke or amend any of them.
(q) CONTRACTS. SCHEDULE 2.1(Q), attached hereto and made a
part hereof, lists all written contracts and other written agreements to which
ICE is a party. ICE has made available to Corpas a copy of each contract or
other agreement listed in SCHEDULE 2.1(Q) (as amended to date).
(r) COMPLIANCE WITH LAWS. To ICE's knowledge, ICE is in
compliance in all material respects with all federal, state and local laws,
regulations and ordinances and all order, judgments and decrees of any court or
governmental authority applicable to, binding upon or affecting any of the
Assets or any aspect of ICE's business.
(s) LITIGATION. Except as listed on SCHEDULE 2.1(S) attached
hereto and made a part hereof, ICE has no knowledge of any claim, litigation,
proceeding, or investigation pending or threatened against ICE that might result
in any material adverse change in ICE's business or condition of Assets.
(t) ACCURATE AND TRUE INFORMATION. The originals or copies of
contracts, leases, agreements and all other documents or papers, including ICE's
financial statements and other information, which have or will be furnished to
Corpas for examination are or will be genuine, complete and accurate in all
material respects.
(u) ACCURACY OF REPRESENTATIONS AND WARRANTIES. None of the
representations or warranties of ICE contains or will contain any untrue
statement of a material fact or omit or will omit or misstate a material fact
necessary in order to make statements in this Agreement not misleading. ICE
knows of no fact that has resulted, or that in the reasonable judgment of ICE
will result, in a material change in the business or operations of ICE that has
not been set forth in this Agreement or otherwise disclosed to Corpas on the
Schedules and Exhibits attached hereto.
(v) WARRANTIES AND WARRANTY CLAIMS. ICE has not made any
written or other binding warranty or representation with respect to any of its
products, or any product that embodies or utilizes any of it or them. There are
not pending warranty claims by ICE's customers with respect to any of its
products or services. ICE has heretofore provided Corpas with access to a
complete copy of all unresolved written customer complaints and all written
summaries of those oral customer complaints in ICE's possession relating to its
products or services and any products not currently sold by ICE's business but
as to which ongoing service or support is provided by ICE's business.
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(w) INVESTMENT INTENT; ACCREDITED INVESTOR STATUS. The ICE
Stockholders (i) have had the opportunity to ask questions concerning Corpas and
all such questions posed have been answered to their satisfaction; (ii) have
been given the opportunity to obtain any additional information they deem
necessary to verify the accuracy of any information obtained concerning Corpas;
and (iii) have such knowledge and experience in financial and business matters
that they are able to evaluate the merits and risks of acquiring the Corpas
Common Stock and to make an informed investment decision relating thereto. The
ICE Stockholders' opportunity to so investigate Corpas and information obtained
therefrom shall not affect Corpas or any Corpas representations and warranties
set forth in this Agreement. Each ICE Stockholder can bear the economic risk of
losing his investment in Common Stock and has adequate means for providing for
his current financial needs and contingencies.
(x) DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES. Except
as expressly set forth in this Article II, ICE makes no representation or
warranty, express or implied, at law or in equity, in respect of ICE, or any of
its respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed.
ARTICLE III
3.1 REPRESENTATIONS AND WARRANTIES OF CORPAS AND THE CORPAS
CONTROL SHAREHOLDER. Each of Corpas and the Corpas Control Shareholder
represents and warrants to ICE that the statements contained in this Article III
are correct and complete as of the date of this Agreement and will be correct
and complete as of the Closing Date except as set forth in the corresponding
Disclosure Schedule.
(a) EXISTENCE. Corpas is now, and on the Closing Date will be,
a corporation, organized and existing and in good standing under the laws of the
State of Florida and has the requisite power and authority to own or lease its
properties and to carry on its business as now being conducted. Corpas was
incorporated under the name "Synergy Investments, Inc." in May 1988 in the State
of Florida.
(b) LIABILITIES. Corpas has incurred no liabilities (whether
known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due) other than expenses related to its
incorporation, has conducted no business or operations and has not had any
employees, and has no assets other than cash.
(c) CASH. Upon the closing of the Merger contemplated hereby,
Corpas will have unrestricted and nonrefundable cash in the amount of not less
than one million six hundred and fifty thousand dollars ($1,650,000), which cash
represents the contemplated proceeds of Corpas' private placement offering of
its Common Stock, such offering to close simultaneously with the closing of the
Merger contemplated hereby.
(d) BROKERS' FEES. Corpas does not have any liability or
obligation to pay any fees or commissions to any broker, finder, or other agent
with respect to the transactions contemplated by this Agreement for which ICE or
the ICE Stockholders could become liable or obligated.
(e) POWER AND AUTHORITY. Each of Corpas and the Corpas Control
Shareholder has the power, legal capacity and authority to enter into, and
perform its obligations under, this Agreement
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and the Related Agreements. Each of Corpas and the Corpas Control Shareholder
has taken all action necessary to authorize the execution and delivery of this
Agreement and the Related Agreements, the performance of its obligations
hereunder and thereunder, and the consummation of the transactions contemplated
hereby and thereby. The Board of Directors of Corpas has determined that
approval of the Merger by the shareholders of Corpas is not required pursuant to
Sections 607.1101 and 607.1103(7), Florida Statutes, and accordingly no proxy
statement or information statement filing with the SEC is required by Corpas
under Sections 14(a) or 14(c), respectively, of the Exchange Act.
(f) ENFORCEABILITY. This Agreement has been duly authorized,
executed and delivered by each of Corpas and the Corpas Control Shareholder and
constitutes the legal, valid and binding obligation of Corpas and the Corpas
Control Shareholder, enforceable against it or him in accordance with its terms,
except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and general equitable principles regardless of
whether such enforceability is considered in a proceeding at law or in equity.
(g) OWNERSHIP INTEREST The entire authorized capital stock of
Corpas consists of 50,000,000 shares of common stock, par value $.001 per share,
of which 4,000,000 shares are issued and outstanding, and no shares of preferred
stock. All of the shares of Corpas Common Stock to be issued in the Merger have
been duly authorized and, upon consummation of the Merger, will be validly
issued, fully paid, and nonassessable. SCHEDULE 3.1(D) sets forth, as of the
date hereof, with respect to Corpas, the number of authorized, issued and
outstanding shares of each class of its capital stock held by its shareholders
(the "CORPAS SHAREHOLDERS"). All of the issued and outstanding shares of capital
stock of Corpas (i) have been duly authorized and validly issued and are fully
paid and non-assessable, and (ii) were not issued in violation of any preemptive
rights or rights of first refusal or similar rights. No preemptive rights or
rights of first refusal or similar rights exist with respect to any shares of
capital stock owned by the Corpas Shareholders and no such rights arise by
virtue of or in connection with the transactions contemplated hereby. The Corpas
Shareholders constitute all the record and beneficial holders of all issued and
outstanding capital stock of Corpas and the Corpas Shareholders own such shares
as set forth on SCHEDULE 3.1(D), free and clear of all Liens, restrictions
(other than restrictions under the Act or state securities laws) and claims of
any kind. Except as set forth on SCHEDULE 3.1(D) attached hereto and made a part
hereto, the Corpas Shareholders are not a party to any outstanding or authorized
rights, options, warrants, convertible securities, subscription rights,
conversion rights, exchange rights or other agreements or commitments of any
kind that could require them to sell, transfer or otherwise dispose of any
capital stock of Corpas. In addition, there are no proxies, voting rights or
other agreements or understandings with respect to the voting or transfer of the
capital stock of Corpas.
(h) NO VIOLATION. The execution and delivery of this Agreement
and the Related Agreements by Corpas and the Corpas Control Shareholder, the
performance by Corpas and the Corpas Control Shareholder of its and his
obligations hereunder and thereunder and the consummation by it and him of the
transactions contemplated hereby and thereby will not (a) violate any provision
of the Articles of Incorporation, Bylaws or other organizational or governing
document of Corpas, or (b) to the knowledge of Corpas or the Corpas Control
Shareholder, (i) violate or conflict with any law, statute, ordinance, rule,
regulation, decree, writ, injunction, judgment or order of any governmental
authority or of any arbitration award which is either applicable to, binding
upon or enforceable against Corpas, (ii) conflict with, result in any breach of,
or constitute a default under, or give rise to a right of payment under or the
right to terminate, amend, modify, abandon or accelerate, any contract which is
applicable to, binding upon or enforceable against Corpas, (iii) result in or
require the creation or imposition of any lien upon or with respect to any of
the properties or assets of Corpas, and (iv) require the consent, approval,
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authorization or permit of, or filing with or notification to, any governmental
authority, any court or tribunal or any other person, except where the
violation, conflict, breach, default, acceleration, termination, amendment,
modification, abandonment, or lien would not have a material adverse effect on
Corpas taken as a whole or on the ability of the parties to consummate the
transactions contemplated by this Agreement.
(i) RECORDS OF CORPAS. The copies of the Articles of
Incorporation, Bylaws and other documents and agreements of Corpas which were
provided to ICE are true, accurate, and complete and reflect all amendments made
through the date of this Agreement and through the Closing Date. The minute
books and other records of corporate actions for Corpas made available to ICE
and the ICE Stockholders for review were correct and complete as of the date of
such review, and such minute books and records contain an accurate record of all
material corporate actions of the Corpas Shareholders and directors (and any
committees thereof) of Corpas taken by written consent or at a meeting or
otherwise since incorporation or formation. The share ledger of Corpas, as
previously made available to ICE and the ICE Stockholders, contains accurate and
complete records of all issuances, transfers and cancellations of shares of the
capital stock of Corpas.
(j) SUBSIDIARIES. Corpas does not own any outstanding voting
securities of or other interests in any other corporation, partnership, joint
venture or other entity.
(k) LABOR AGREEMENTS AND DISPUTES. Corpas is neither a party
to, nor otherwise subject to any collective bargaining or other agreement
governing the wages, hours, and terms of employment of Corpas' employees. Corpas
is not aware of any labor dispute or labor trouble involving employees of
Corpas.
(l) EMPLOYEE BENEFITS. Corpas does not maintain and is not
required to make any contributions, and has no outstanding obligation to make
any contribution, to any pension, profit-sharing, retirement, deferred
compensation or other such plan or arrangement for the benefit of any employee,
former employee or other person, and Corpas does not have any obligations with
respect to deferred compensation or future benefits to any past or present
employee.
(m) TAX MATTERS. Corpas has, to the date hereof, timely filed
all tax reports and tax returns required to be filed by Corpas, and Corpas has
paid all taxes, assessments and other impositions as and to the extent required
by applicable law. All federal, state and local income, franchise, sales, use,
property, excise, payroll withholding and other taxes (including interest and
penalties and including estimated tax installments where required to be filed
and paid) due from or with respect to Corpas as of the date hereof have been
fully paid, and all taxes and other assessments and levies which Corpas is
required by law to withhold or to collect have been duly withheld and levies
which Corpas is required by law to withhold or to collect have been duly
withheld and collected and have been paid over to the proper governmental
authorities to the extent due and payable. There are no outstanding or pending
claims, deficiencies or assessments for taxes, interest or penalties with
respect to any taxable period of Corpas.
(n) LICENSES AND PERMITS. Corpas possesses all material
licenses and required governmental or official approvals, permits or
authorizations for its business and operations. To the knowledge of Corpas, all
such permits are valid and in full force and effect, Corpas is in compliance
with the respective requirements thereof, and no proceeding is pending or
threatened to revoke or amend any of them.
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(o) CONTRACTS. SCHEDULE 3.1(O), attached hereto and made a
part hereof, lists all written contracts and other written agreements to which
Corpas is a party. Corpas has made available to ICE and Shareholder a copy of
each contract or other agreement listed in SCHEDULE 3.1(O) (as amended to date).
(p) COMPLIANCE WITH LAWS. To Corpas' and the Corpas Control
Shareholder's knowledge, Corpas is in compliance in all material respects with
all federal, state and local laws, regulations and ordinances and all order,
judgments and decrees of any court or governmental authority applicable to,
binding upon or affecting any of its assets or any aspect of Corpas' business.
(q) LITIGATION. Neither Corpas nor the Corpas Control
Shareholder has any knowledge of any claim, litigation, proceeding, or
investigation pending or threatened against Corpas that might result in any
material adverse change in Corpas' business or condition of Assets.
(r) ACCURATE AND TRUE INFORMATION. The originals or copies of
contracts, leases, agreements and all other documents or papers, including
Corpas' financial statements and other information, which have or will be
furnished to Corpas for examination are or will be genuine, complete and
accurate in all material respects.
(s) ACCURACY OF REPRESENTATIONS AND WARRANTIES. None of the
representations or warranties of Corpas or the Corpas Control Shareholder
contain or will contain any untrue statement of a material fact or omit or will
omit or misstate a material fact necessary in order to make statements in this
Agreement not misleading. Neither Corpas nor the Corpas Control Shareholder
knows of any fact that has resulted, or that in the reasonable judgment of
Corpas or the Corpas Control Shareholder will result, in a material change in
the business or operations of Corpas that has not been set forth in this
Agreement or otherwise disclosed to ICE and the ICE Stockholders on the
Schedules and Exhibits attached hereto.
(t) WARRANTIES AND WARRANTY CLAIMS. Corpas has not made any
written or other binding warranty or representation with respect to any of its
products, or any product that embodies or utilizes any of it or them. There are
no pending warranty claims by Corpas' customers with respect to any of its
products or services.
(u) COMPLIANCE WITH SECURITIES LAWS. Corpas has complied with
all applicable securities laws, statutes, regulations and rules in connection
with the issuance of its securities.
(v) INVESTMENT INTENT; ACCREDITED INVESTOR STATUS. Corpas (i)
has had the opportunity to ask questions concerning ICE and all such questions
posed have been answered to its satisfaction; (ii) has been given the
opportunity to obtain any additional information it deems necessary to verify
the accuracy of any information obtained concerning ICE; and (iii) has such
knowledge and experience in financial and business matters that it is able to
evaluate the merits and risks of investing in ICE and to make an informed
investment decision relating thereto. Corpas' opportunity to so investigate ICE
and information obtained therefrom shall not affect ICE or any of ICE's
representations and warranties set forth in this Agreement. Corpas is an
"accredited investor" within the meaning of Regulation D promulgated under the
Act. Corpas is acquiring shares of ICE Common Stock on the date of the Closing
for its own account for the purpose of investment and not with a view to, or for
sale in connection with, the distribution thereof, and it has no present
intention of distributing or selling such shares of ICE Common Stock. Corpas
understands that such shares of ICE Common Stock have not been registered under
the Securities Act, or the securities laws of any state or other jurisdiction,
and hereby agrees not to make any sale, transfer or other disposition of such
shares of ICE Common Stock unless
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either (i) such shares of ICE Common Stock have been registered under the
Securities Act and all applicable state and other securities laws and any such
registration remains in effect or (ii) ICE shall have received an opinion of
counsel in form and substance reasonably satisfactory to ICE that registration
is not required under the Securities Act or under applicable state securities
laws.
(w) REPORTS AND FINANCIAL STATEMENTS. As all times since
acceptance by NASD of its application submitted to NASD pursuant to NASD Rule
6740 and Rule 15c2-11 under the Exchange Act, Corpas has filed all reports,
registrations and statements, together with any required amendments thereto,
that it was required to file with the SEC, including, but not limited to Form
15c2-11, Form 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively,
the "CORPAS REPORTS"). Corpas has previously furnished to ICE and ICE
Stockholders copies of all Corpas Reports filed with the SEC. As of their
respective dates (but taking into account any amendments filed prior to the date
of this Agreement), Corpas Reports complied in all material respects with all
the rules and regulations promulgated by the SEC and did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of Corpas included in Corpas Reports comply as to form in all
material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto, have been prepared in
accordance with GAAP consistently applied during the periods presented (except,
as noted therein, or, in the case of the unaudited statements, as permitted by
Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited
statements, to normal audit adjustments) the financial position of Corpas and
its consolidated subsidiaries as of the date thereof and the results of their
operations and their cash flows for the periods then ended.
(x) OPPORTUNITY TO INVESTIGATE. Corpas (i) has had the
opportunity to ask questions concerning ICE and all such questions posed have
been answered to its satisfaction; (ii) has been given the opportunity to obtain
any additional information it deems necessary to verify the accuracy of any
information obtained concerning ICE; and (iii) has such knowledge and experience
in financial and business matters that it is able to evaluate the merits and
risks of acquiring the ICE through the Merger and to make an informed investment
decision relating thereto. Corpas' opportunity to so investigate ICE and
information obtained therefrom shall not affect ICE's representations and
warranties set forth in this Agreement.
(y) DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES. Except
as expressly set forth in this Article III, Corpas and the Corpas Controlling
Shareholder make no representation or warranty, express or implied, at law or in
equity, in respect of Corpas, or any of its respective assets, liabilities or
operations, including, without limitation, with respect to merchantability or
fitness for any particular purpose, and any such other representations or
warranties are hereby expressly disclaimed.
ARTICLE IV
4.1 CONDITIONS TO OBLIGATION OF ICE AND ICE STOCKHOLDERS. The
obligation of ICE and the ICE Stockholders to consummate the transactions
contemplated by this Agreement is subject to satisfaction of the following
conditions on or before the Closing Date (unless waived in writing by ICE and
the ICE Stockholders):
(a) The representations and warranties of Corpas and the
Corpas Control Shareholder set forth in this Agreement shall be true and correct
at and as of the Closing Date;
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(b) ICE shall have received a certificate from a duly
authorized officer of Corpas certifying that, as of the Closing Date, (i) the
representations and warranties of Corpas and the Corpas Control Shareholder set
forth in this Agreement are true and correct in all material respects; (ii) each
of the conditions specified in this Section 4.1 have been satisfied by Corpas
and the Corpas Controlling Shareholder in all material respects at or prior to
Closing; (ii) there has not been a material adverse change in the financial
condition, business or operations of Corpas since the date of this Agreement;
and (iv) none of the Assets of Corpas have been damaged by fire, flood,
casualty, act of God or the public enemy or other cause (regardless of insurance
coverage thereon) which, when taken as a whole, would have a material adverse
effect on Corpas;
(c) ICE shall have completed due diligence of Corpas to its
satisfaction;
(d) ICE shall have received a certificate from the duly
authorized president or secretary of Corpas certifying that (i) attached
thereto is a true, correct and complete copy of the Articles of Amendment to
the Articles of Incorporation of Corpas, filed in the Office of the Secretary
of State of the State of Florida on September 16, 1998; and that no amendment
or other document relating to or affecting such Articles has been filed in the
office of the Secretary of State of the State of Florida since such date, and
no action has been taken by Corpas or its shareholders, directors or officers
in contemplation of the filing of any such amendment or other document or in
contemplation of liquidation or dissolution of Corpas; (ii) attached thereto is
a true, correct and complete copy of the Bylaws of Corpas, dated September 16,
1998; and that such Bylaws are in full force and effect and have not been
amended, modified or rescinded since such date; and (iii) attached thereto is a
true, correct and complete copy of resolutions adopted by the Board of
Directors of Corpas authorizing this Agreement and the Related Agreements; and
that such resolutions are in full force and effect and have not been amended,
modified or rescinded since such date;
(e) ICE shall have received a copy of the executed employment
agreement between Corpas and Ross A. Love (the "Employment Agreement");
(f) Corpas shall have completed a private placement offering
of its Common Stock raising net proceeds to Corpas of at least $1,650,000;
(g) ICE shall have assigned to its stockholders all accounts
receivable, contract rights, pending house closings, cash equivalents (bank
accounts, etc.) and cash on hand;
(h) Corpas and the ICE Stockholders shall have entered into a
registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT') in a form
acceptable to the ICE Stockholders;
(i) ICE shall have received a certificate of legal existence
of Corpas issued by the Secretary of State of the State of Florida and each
other state in which it is qualified to do business as of a date not more than
10 days prior to the Closing Date;
(j) Corpas shall have received all authorizations, consents
and approvals to the Merger and other transactions contemplated hereby and
waivers of rights to terminate or modify any material rights or obligations of
Corpas from any person from whom such consent or waiver is required under any
material contract and from any governmental or other regulatory agency or
authority, except where the failure to obtain such consent or waiver shall not
have a material adverse effect of Corpas; and
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(k) There shall not be pending or threatened any action or
proceeding by or before any court or other governmental body which shall seek to
restrain, prohibit, invalidate or collect damages arising out of the Merger or
other transactions hereunder, and which, in the reasonable judgment of ICE or
the ICE Stockholders, makes it inadvisable to proceed with the transactions
contemplated hereby.
4.2 CONDITIONS TO OBLIGATION OF CORPAS. The obligation of Corpas
to consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions on or before the Closing Date (unless
waived in writing by Corpas):
(a) The representations and warranties of ICE set forth in
this Agreement shall be true and correct at and as of the Closing Date;
(b) Corpas shall have received a certificate from a duly
authorized officer of ICE certifying that, as of the Closing Date, (i) the
representations and warranties of ICE set forth in this Agreement are true and
correct in all material respects; (ii) each of the conditions specified in this
Section 4.2 have been satisfied by ICE in all material respects at or prior to
Closing; (ii) there has not been a material adverse change in the financial
condition, business or operations of ICE since the date of this Agreement; and
(iv) none of the Assets of ICE have been damaged by fire, flood, casualty, act
of G-d or the public enemy or other cause (regardless of insurance coverage
thereon) which, when taken as a whole, would have a material adverse effect on
ICE;
(c) Corpas shall have completed due diligence of ICE to its
satisfaction;
(d) Corpas shall have received a certificate from the duly
authorized secretary of ICE certifying that (i) attached thereto is a true,
correct and complete copy of the Certificate of Incorporation of ICE, filed in
the Office of the Secretary of State of the State of Delaware on June 22, 1999;
and that no amendment or other document relating to or affecting such Articles
has been filed in the office of the Secretary of State of the State of Florida
since such date, and no action has been taken by ICE or its stockholders,
directors or officers in contemplation of the filing of any such amendment or
other document or in contemplation of liquidation or dissolution of ICE; (ii)
attached thereto is a true, correct and complete copy of the Bylaws of ICE,
dated June 28, 1999; and that such Bylaws are in full force and effect and have
not been amended, modified or rescinded since such date; and (iii) attached
thereto is a true, correct and complete copy of resolutions adopted by the Board
of Directors and stockholders of ICE on November 2, 1999 authorizing this
Agreement and the Related Agreements; and that such resolutions are in full
force and effect and have not been amended, modified or rescinded since such
date;
(e) Corpas shall have received an executed copy of the
Employment Agreement.
(f) ICE shall have assigned to Corpas all of its right, title
and interest in and to, and obligations under, that certain Web-site Development
Agreement with K.Tek Systems, Inc. and that certain Content Provider and
Services Agreement among ICE, American Academy of Anti-Aging Medicines and
Medical Development Management, Inc.;
(g) Corpas shall have received a certificate of legal
existence of ICE issued by the Secretary of State of the State of Delaware and
each other state in which ICE is qualified to do business as of a date not more
than 10 days prior to the Closing Date;
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(h) The ICE Stockholders and Corpas shall have entered into
the Registration Rights Agreement;
(i) ICE and Corpas shall have received all authorizations,
consents and approvals to the Merger and other transactions contemplated hereby
and waivers of rights to terminate or modify any material rights or obligations
of ICE from any person from whom such consent or waiver is required under any
material contract and from any governmental or other regulatory agency or
authority, except where the failure to obtain such consent or waiver shall not
have a material adverse effect of ICE;
(j) There shall not be pending or threatened any action or
proceeding by or before any court or other governmental body which shall seek to
restrain, prohibit, invalidate or collect damages arising out of the Merger or
other transactions hereunder, and which, in the reasonable judgment of Corpas,
makes it inadvisable to proceed with the transactions contemplated hereby; and
(k) Corpas and each of the employees, directors, officers and
shareholders of ICE, as determined by Corpas in its reasonable discretion, shall
have executed a Confidential Information and Invention Assignment Agreement, in
a form acceptable to ICE and Corpas.
ARTICLE V
5.1 INDEMNIFICATION BY ICE. ICE shall defend, indemnify and hold
Corpas and its officers, directors, shareholders, employees, agents, successors
and assigns harmless and shall pay all losses, damages, fees, expenses and costs
(including reasonable attorneys fees) that may accrue, arise or be incurred by
them that are proximately caused by any breach or alleged breach by ICE of any
of its representations and warranties herein.
5.2 INDEMNIFICATION BY CORPAS AND THE CORPAS CONTROLLING
SHAREHOLDER. Corpas and the Corpas Controlling Shareholder shall defend,
indemnify and hold ICE and its officers, directors, stockholders, employees and
agents harmless and shall pay all losses, damages, fees, expenses and costs
(including reasonable attorneys fees) incurred by them that are proximately
caused by any breach or alleged breach by Corpas and/or the Corpas Controlling
Shareholder of any of their representations and warranties herein.
5.3 INDEMNIFICATION LIMITATION. Neither party shall be liable to
any other party for any special, indirect, incidental, exemplary or
consequential damages (including, but not limited to, lost profits) arising from
any claim related to this Agreement. Notwithstanding anything in the Agreement
to the contrary, neither party shall be required to indemnify the other party
and its officers, directors, shareholders, employees, agents, successors and
assigns for any losses, damages, fees, expenses and costs until such losses,
damages, fees, expenses and costs exceed at least $25,000 in the aggregate. Once
such $25,000 threshold is reached, the indemnifying party shall be, jointly and
severally, liable for all amounts up to and in excess of such threshold.
Furthermore, notwithstanding anything in the Agreement to the contrary, the
maximum indemnification obligation of the indemnifying shall be limited to an
aggregate of $2,025,000; provided, however, that the representations and
warranties set forth herein shall be interpreted for the purpose of determining
a breach thereof within the indemnification provisions set forth herein,
including without limitation, the threshold described in the previous clause, as
if the word "material" or other like materiality or qualifying provision was not
included in such representation or warranty.
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5.4 EXCLUSIVITY OF REMEDIES. The remedies provided in this
Agreement shall be exclusive of any other rights or remedies available to one
party against the other, either at law or in equity; provided, however, such
remedies shall not be exclusive in the event of a claim based on fraud.
5.5 KNOWLEDGE. The term "knowledge" or "known' when used (i) with
respect to a corporate entity, means the actual knowledge of or matters actually
known to the officers, directors, shareholders or executives of that corporate
entity or knowledge that such individuals should reasonably have as a result of
their positions and duties and does not otherwise impose a duty to investigate.
Notwithstanding any knowledge of facts determined or determinable by any party,
each party shall have the right to fully rely on the representations,
warranties, covenants and agreements of the other parties contained in this
Agreement, including without limitation the rights to indemnification set forth
in Article V, or in any other documents or papers delivered in connection
herewith. Each representation, warranty, covenant and agreement of the parties
contained in this Agreement is independent of each other representation,
warranty, covenant and agreement.
ARTICLE VI
6.1 TERMINATION. This Agreement may be terminated and abandoned by
the mutual agreement of the Corporations at any time before the Effective Date,
or by either party at any time prior to the Effective Date (a) in the event of a
breach by the other party of any representation or warranty contained in this
Agreement in any material respect, such party has notified the other party in
writing of the breach and the breach has continued for ten (10) days without
cure after receipt of notice of the breach or (b) if the Closing shall not have
occurred on or before November 10, 1999, by reason of the failure of any
condition precedent hereunder.
6.2 EFFECT OF TERMINATION. Except for the provisions of Article V
hereof, which shall survive any termination of this Agreement, in the event of
termination of this Agreement pursuant to this Article, this Agreement shall
forthwith become void and of no further force and effect, and the parties shall
be released from any and all obligations hereunder; provided, however, that
nothing herein shall relieve any party from liability for any termination
resulting from a deliberate act undertaken with the knowledge that such act
would frustrate or impede the Closing or the consummation of the transactions
contemplated hereby.
ARTICLE VII
7.1 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida without regard to
the conflicts of law rules thereof.
7.2 HEADINGS. The headings in this Agreement are inserted for
convenience only and shall not constitute a part hereof.
7.3 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which taken
together shall constitute one single agreement between the parties.
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7.4 SEVERABILITY. If any provision of this Agreement is held by a
court of competent jurisdiction to be contrary to law, then the remaining
provisions of this Agreement, as applicable, if capable of substantial
performance, shall remain in full force and effect.
7.5 ENTIRE AGREEMENT. This Agreement (including the Schedules,
Exhibits and other documents delivered at Closing pursuant hereto) supersedes
all prior discussions and agreements between the parties with respect to the
subject matter hereof, and is the entire agreement between the parties with
respect to the subject matter hereof.
7.6 AMENDMENTS. No amendment to, or change, waiver or discharge
of, any provision of this Agreement shall be valid unless in writing and signed
by an authorized representative of each party.
7.7 THIRD PARTY BENEFICIARIES. This Agreement is not intended to
confer upon any person or entity, other than the parties hereto, any rights or
remedies.
7.8 COVENANT OF FURTHER ASSURANCES. The parties covenant and agree
that, subsequent to the execution and delivery of this Agreement and without any
additional consideration, each of them shall execute and deliver any further
legal instruments and perform any reasonable acts which are or may become
necessary to effectuate the purposes of this Agreement.
7.9 PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. No party shall issue
any press release or make any public announcement relating to the subject matter
of this Agreement without the prior written approval of the other party.
7.10 CONSTRUCTION. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of authorship of any of the
provisions of this Agreement.
7.11 SURVIVAL. The representations and warranties of the parties
shall survive the Effective Time for a period of six months from the date
hereof.
7.12 LEGEND. Until such time as the shares of Corpas Common Stock
representing the Merger Consideration are registered for sale under the Act, the
certificates representing such Merger Consideration shares shall bear the
following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT,
AND IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE WITH
RESPECT THERETO, OR IN ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM
AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.
7.13 SPECIFIC PERFORMANCE. Upon default hereunder, the
non-defaulting party shall be entitled to make claim for specific performance of
the terms of this Agreement in which event the defaulting party shall waive the
defense that there is an adequate remedy at law or in money damages.
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7.14 ATTORNEYS' FEES; COSTS. In any action to enforce the
provisions of this Agreement, the prevailing party shall be entitled to recover
all reasonable attorneys' fees, court costs and other expenses incurred in
connection therewith, including such fees and costs in the trial court and on
any appeal.
7.15 ADDITIONAL ITEMS. Each party agrees to execute and deliver in
proper form any additional items or documents that may appear after Closing to
be necessary to fully accomplish the purposes and objectives of the parties to
this Agreement.
7.16 DISCLOSURE AND ACCOMMODATION. Matters disclosed on a Schedule
or Exhibit, as the case may be, herein shall be deemed to be adequate disclosure
for purposes of disclosing information only with respect to the particular
section of this Agreement to which such Schedule or Exhibit relates, except to
the extent that such matters are also disclosed on, or cross-referenced to,
another Schedule or Exhibit. To the extent that a matter is disclosed, but a
material circumstance related thereto is not ascertainable from the information
disclosed on the Schedule or Exhibit concerning such matter by review of the
specific agreements, documents or other information identified on the Schedule
or Exhibit and made available for review, it shall not be deemed to be adequate
disclosure of such material circumstance.
7.17 NOTICES. All notices, requests, demands or other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered or mailed, first class postage prepaid to (a) ICE at
7600 Southland Boulevard, Suite 100-320, Orlando, Florida 32809, Attn.:
President, and (b) Corpas and the Corpas Control Shareholder at 162 East
Riverbend Drive, Altamonte Springs, Florida 32779, Attn.: President.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf and attested by its officers thereunto
duly authorized, all as of the date first above written.
ATTEST: INTERACTIVE CON-ED.COM, INC.
- --------------------------- By:
Secretary --------------------------------
Name:
Title:
ATTEST: CORPAS INVESTMENTS, INC.
- --------------------------- By: /s/ Roy Meadows
Secretary -------------------------------
Name: Roy Meadows
Title: President
ATTEST: CORPAS CONTROLLING SHAREHOLDER
/s/ Roy Meadows
- ---------------------------- -----------------------------------
Roy Meadows, an individual
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