AGREEMENT AND PLAN OF MERGER between EMAGINOS, INC., a Delaware
corporation ("Emaginos Delaware"), and EMAGINOS, INC., a Virginia
corporation ("Emaginos Virginia"), Emaginos Delaware and Emaginos
Virginia being sometimes referred to herein as the "Constituent
Corporations."
WHEREAS, the board of directors of each Constituent Corporation
deems it advisable that the Constituent Corporations merge into a single
corporation (the "Merger");
NOW, THEREFORE, in consideration of the premises and the respective
mutual covenants, representations and warranties herein contained, the
parties agree as follows:
a. Surviving Corporation. Emaginos Virginia shall be merged
with and into Emaginos Delaware which shall be the surviving
corporation (hereinafter the "Surviving Corporation") in
accordance with the applicable laws of the State of Delaware
and the Commonwealth of Virginia.
b. Merger Date. The Merger shall become effective (the "Merger
Date") upon the completion of:
(i) Adoption of this Agreement by the shareholders of Emaginos
Virginia pursuant to the Virginia Stock Corporation Act and by the
shareholders of Emaginos Delaware pursuant to the General Corporation
Law of Delaware;
(ii) Execution and filing of the Certificate of Merger with the
Commissioner of Corporations of the Commonwealth of Virginia in
accordance with the Virginia Stock Corporation Act; and
(iii) Execution and filing of the Certificate of Merger with
the Secretary of State of the State of Delaware in accordance with the
General Corporation Law of Delaware.
c. Time of Filings. The Certificates of Merger shall be filed
with the Commissioner of Corporations of the Commonwealth of
Virginia and the Secretary of State of Delaware upon the
approval of this Agreement by the shareholders of the
Constituent Corporations and the fulfillment or waiver
of the terms and conditions herein.
d. Accounting Period. Notwithstanding any other provision
herein relating to the Merger Date, for all accounting
purposes the effective date of the Merger shall be as
of September 10, 2018.
e. Governing Law
The Surviving Corporation shall be governed by the laws of the
State of Delaware.
f. Certificate of Incorporation
The Certificate of Incorporation of Emaginos Delaware shall be
the Certificate of Incorporation of the Surviving Corporation from
and after the Merger Date, subject to the right of the Surviving
Corporation to amend its Certificate of Incorporation in accordance
with the laws of the State of Delaware.
g. Bylaws
The Bylaws of the Surviving Corporation shall be the Bylaws of
Emaginos Delaware as in effect on the date of this Agreement.
h. Name of Surviving Corporation
The Surviving Corporation will retain its name.
Conversion
The mode of carrying the merger into effect and the manner and
basis of converting the shares of Emaginos Virginia into shares of
the Surviving Corporation are as follows:
i. The aggregate number of shares of Emaginos Virginia
Common Stock issued and outstanding on the Merger
Date shall, by virtue of the merger and without any
actopm on the part of the holders thereof, be converted
of September 10, 2018. aggregate of 5,494,000 shares
of Emaginos Delaware Common Stock adjusted by any
increase for fractional shares and reduced by any
Dissenting Shares (defined below).
ii. Subject to such adjustments, there shall be 82,285,885
shares of Emaginos Delaware Common Stock issued and
outstanding upon completion of the Merger held as
follows: 4,954,000 common shares held by the
shareholders of Emaginos Virginia issued pursuant to
this Merger and 77,331,885 common shares held by existing
shareholders of which 66,000,000 shares are held by the
officers and directors.
iii. Emaginos Delaware Common Stock shall be issued to the
holders of the Emaginos Virginia Common Stock in
exchange for their shares on a pro rata basis in
accordance with each holder's relative ownership of
the Emaginos Virginia Common Stock that is being
exchanged.
iv. All outstanding warrants of Emaginos Virginia and any
other outstanding rights to purchase stock of Emaginos
Virginia shall be adjusted, pursuant to the terms
contained in such warrants or other rights documents,
for conversion to warrants or rights to purchase stock
of Emaginos Delaware on the same ratio as provided by
the Merger.
v. Fractional shares of Emaginos Delaware Common Stock
shall not be issued, but in lieu thereof Emaginos
Delaware shall round up fractional shares to the next
highest whole number.
vi. The shares of Emaginos Delaware Common Stock to be
issued in exchange for Emaginos Virginia Common
Stock hereunder shall be proportionately reduced by any
shares owned by the Emaginos Virginia shareholders
who shall have timely objected to the merger (the
"Dissenting Shares") in accordance with the provisions
of Section 13.1-716 of the Virginia Stock Corporation Act,
which objections will be dealt with as provided in those
sections.
vii. Each Share of the Emaginos Virginia Common Stock that
is issued and outstanding and owned by Emaginos
Virginia on the Merger Date shall, by virtue of the
merger and without any action on the part of Emaginos
Virginia, be retired and canceled.
viii. Each certificate evidencing ownership of shares of
Emaginos Delaware Common Stock issued and
outstanding on the Merger Date or held by Emaginos
Delaware in its treasury shall continue to evidence
ownership of the same number of shares of Emaginos
Delaware Common Stock.
i. Exchange of Certificates
As promptly as practicable after the Merger Date, each holder of an
outstanding certificate or certificates theretofore representing shares
of the Emaginos Virginia Common Stock (other than certificates
representing Dissenting Shares) shall surrender such certificate(s)
for cancellation to the party designated by the Surviving Corporation
to handle such exchange (the "Exchange Agent"), and shall receive in
exchange a certificate or certificates representing the number of
full shares of Emaginos Delaware Common Stock into which the shares
of the Emaginos Virginia Common Stock represented by the certificate
or certificates so surrendered shall have been converted. The
conversion rate shall be 10 shares of Emaginos Virginia for 4
shares of Emaginos Delaware i.e. a rate of 1-for-.4 shares.
j. Unexchanged Certificates
Until surrendered, each outstanding certificate that prior to
the Merger Date represented the Emaginos Virginia Common Stock
(other than certificates representing Dissenting Shares) shall
be deemed for all purposes, other than the payment of dividends
or other distributions, to evidence ownership of the number of
shares of Emaginos Delaware Common Stock into which it was
converted. No dividend or other distribution payable to holders
of Emaginos Delaware Common Stock as of any date subsequent to
the Merger Date shall be paid to the holders of outstanding
certificates of the Emaginos Virginia Common Stock; provided,
however, that upon surrender and exchange of such outstanding
certificates (other than certificates representing Dissenting
Shares), there shall be paid to the record holders of the
certificates issued in exchange therefor the amount, without
interest thereon, of dividends and other distributions that
would have been payable subsequent to the Merger Date with
respect to the shares of Emaginos Delaware Common Stock
represented thereby.
k. Board of Directors and Officers
The members of the board of directors of the Surviving Corporation
shall be the members of the board of directors of Emaginos Delaware on
the Merger Date. The officers of the Surviving Corporation shall be
the officers of Emaginos Delaware on the Merger Date.
l. Effect of the Merger
On the Merger Date, the separate existence of Emaginos Virginia
shall cease (except insofar as continued by statute), and it shall
be merged with and into the Surviving Corporation. All the property,
real, personal, and mixed, of each of the Constituent Corporations,
and all debts due to either of them, shall be transferred to and
vested in the Surviving Corporation, without further act or deed.
The Surviving Corporation shall thenceforth be responsible and liable
for all the liabilities and obligations, including liabilities to
holders of Dissenting Shares, of each of the Constituent
Corporations, and any claim or judgment against either of the
Constituent Corporations may be enforced against the Surviving
Corporation.
m. Approval of Shareholders
This Agreement shall be adopted by the shareholders of the
Constituent Corporations at meetings of such shareholders called for
that purpose or by written consent pursuant to and according to the
applicable state laws thereto, if so required. There shall be
required for the adoption of this Agreement the affirmative vote
of the holders of at least a majority of the holders of all the
shares of the Common Stock issued and outstanding and entitled
to vote for each of the Constituent Corporations,
if required by applicable state law thereto.
n. Representations and Warranties of Emaginos Virginia
Emaginos Virginia represents and warrants that:
i. Corporate Organization and Good Standing.
Emaginos Virginia is a corporation duly organized,
validly existing, and in good standing under the
laws of the Commonwealth of Virginia and is qualified
to do business as a foreign corporation in each
jurisdiction, if any, in which its property or
business requires such qualification.
ii. Capitalization. Emaginos Virginia's authorized capital
stock consists of 250,000,000 shares of Common Stock,
no par value, of which 12,385,000 shares are issued and
outstanding, and no preferred stock.
iii. Issued Stock. All the outstanding shares of its Common
Stock are duly authorized and validly issued, fully
paid and nonassessable.
iv. Corporate Authority. Emaginos Virginia has all
requisite corporate power and authority to own, operate
and lease its properties, to carry on its business as
it is now being conducted and to execute, deliver,
perform and conclude the transactions contemplated by
this Agreement and all other agreements and instruments
related to this Agreement.
v. Authorization. Execution of this Agreement has been
duly authorized and approved by the Emaginos Virginia's
board of directors.
vi. Subsidiaries. Emaginos Virginia has no subsidiaries.
vii. Financial Statements. Emaginos Virginia's unaudited
balance sheets and the related statements of income and
retained earnings dated June 30, 2018, copies of which
will have been delivered by Emaginos Virginia to
Emaginos Delaware prior to the Merger Date ("the
Emaginos Virginia Financial Statements"), fairly present
the financial condition of Emaginos Virginia as of the
date therein and the results of its operations for the
periods then ended in conformity with generally accepted
accounting principles consistently applied.
viii. Absence of Undisclosed Liabilities. Except to the
extent reflected or reserved against in the Emaginos
Virginia Financial Statements, Emaginos Virginia
did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or
otherwise) of a nature customarily reflected in
a corporate balance sheet prepared in accordance
with generally accepted accounting principles.
ix. No Material Changes. There has been no material
adverse change in the business, properties, or financial
condition of Emaginos Virginia since the date of the
Emaginos Virginia Financial Statements.
x. Litigation. There is not, to the knowledge of Emaginos
Virginia, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against
Emaginos Virginia or against any of its officers.
xi. Contracts. Emaginos Virginia is not a party to any
material contract not in the ordinary course of business
that is to be performed in whole or in part at or after
the date of this Agreement.
xii. Title. Emaginos Virginia has good and marketable title
to all the real property and good and valid title to all
other property included in the Emaginos Virginia
Financial Statements. Except as set out in the balance
sheet thereof, the properties of Emaginos Virginia are not
subject to any mortgage, encumbrance, or lien of any
kind except minor encumbrances that do not materially
interfere with the use of the property in the conduct of
with generally acceptedbusiness of Emaginos Virginia.
xiii. Tax Returns. All federal, state, county, municipal,
local, foreign and other taxes and assessments, including
any and all interest, penalties and additions imposed
with respect to such amounts, have been properly
prepared and filed by Emaginos Virginia for all years
to and including the taxable year ending fiscal 2017.
The provisions for federal and state taxes reflected
in the Emaginos Virginia Financial Statements are
adequate to cover any such taxes that may be assessed
against Emaginos Virginia in respect of its business
and its operations during the periods covered by the
Emaginos Virginia Financial Statements and all prior
periods.
xiv. No Violation. Consummation of the merger will not
constitute or result in a breach or default under any
provision of any charter, bylaw, indenture, mortgage,
lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of Emaginos
Virginia is subject or by which Emaginos Virginia is
bound.
o. Representations and Warranties of Emaginos Delaware
Emaginos Delaware represents and warrants that:
i. Corporate Organization and Good Standing.
Emaginos Delaware is a corporation duly organized,
validly existing, and in good standing under the laws
of the State of Delaware, and is qualified to do
business as a foreign corporation in each jurisdiction,
if any, in which its property or business requires such
qualification.
ii. Reporting Company. Emaginos Delaware has filed
with the Securities and Exchange Commission a
registration statement on Form 10-12g which was
declared effective pursuant to the Securities Exchange
Act of 1934 and is a reporting company pursuant to
Section 12 thereunder.
iii. Reporting Company Status. Emaginos Delaware has
timely filed and is current on all reports required
to be filed by it pursuant to Secion 12(g) of the
Securities Exchange Act of 1934.
iv. Capitalization. Emaginos Delaware's authorized capital
stock consists of 100,000,000 shares of Common Stock,
$.0001 par value, of which 77,331,885 shares are issued
and outstanding, and 20,000,000 shares of non-
designated preferred stock of which no shares are
outstanding.
v. Stock Rights. There are no stock grants, options,
rights, warrants or other rights to purchase or obtain
the Emaginos Delaware Common or Preferred Stock issued
or committed to be issued.
vi. Issued Stock. All the outstanding shares of its Common
Stock were duly authorized and validly issued, fully
paid and non-assessable.
vii. Corporate Authority. Emaginos Delaware has all
requisite corporate power and authority to own, operate
and lease its properties, to carry on its business as
it is now being conducted and to execute, deliver,
perform and conclude the transactions contemplated
by this Agreement and all other agreements and
instruments related to this Agreement.
viii. Authorization. Execution of this Agreement has been
duly authorized and approved by Emaginos Delaware's
board of directors.
ix. Subsidiaries. Emaginos Delaware has no subsidiaries.
x. Financial Statements. Emaginos Delaware's audited
balance sheets and the related statements of income and
retained earnings, dated as of June 30, 2018 copies of
which will have been delivered by Emaginos Delaware to
Emaginos Virginia by the Merger Date (the "Emaginos
Delaware Financial Statements"), fairly present the
financial condition of Emaginos Delaware as of the
date therein and the results of its operations for
the periods then ended in conformity with generally
accepted accounting principles consistently applied.
xi. Absence of Undisclosed Liabilities. Except to the
extent reflected or reserved against in the Emaginos
Delaware Financial Statements, Emaginos Delaware did
not have at that date any liabilities or obligations
(secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance
sheet prepared in accordance with generally accepted
accounting principles.
xii. No Material Changes. There has been no material
adverse change in the business, properties, or financial
condition of Emaginos Delaware since the date of the
Emaginos Delaware Financial Statements.
xiii. Litigation. There is not, to the knowledge of Emaginos
Delaware, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against
Emaginos Delaware.
xiv. Contracts. Emaginos Delaware is not a party to any
material contract not in the ordinary course of business
that is to be performed in whole or in part at or after
the date of this Agreement.
xv. Title. Emaginos Delaware has good and marketable title
to all the real property and good and valid title to all
other property included in the Emaginos Delaware
Financial Statements. Except as set out in the balance
sheet thereof, the properties of Emaginos Delaware are
not subject to any mortgage, encumbrance, or lien of any
kind except minor encumbrances that do not materially
interfere with the use of the property in the conduct
of the business of Emaginos Delaware.
xvi. Tax Returns. All federal, state, county, municipal, local,
foreign and other taxes and assessments, including any
and all interest, penalties and additions imposed with
respect to such amounts, have been properly prepared
and filed by Emaginos Delaware, as required, for all
years to and including the taxable year ending December
31, 2017. The provisions for federal and state taxes
reflected in the Emaginos Delaware Financial Statements
are adequate to cover any such taxes that may be assessed
against Emaginos Delaware in respect of its business and
its operations during the periods covered by the
Emaginos Delaware Financial Statements and all prior
periods.
xvii. No Violation. Consummation of the merger will not
constitute or result in a breach or default under a
provision of any charter, bylaw, indenture, mortgage,
lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of Emaginos
Delaware is subject or by which Emaginos Delaware is
bound.
p. Conduct of Emaginos Virginia Pending the Merger Date
Emaginos Virginia covenants that between the date of this
Agreement and the Merger Date:
i. No change will be made in Emaginos Virginia's articles
of incorporation or bylaws.
ii. Emaginos Virginia will not make any change in its
authorized or issued capital stock, declare or pay any
dividend or other distribution or issue, encumber,
purchase, or otherwise acquire any of its capital
stock other than as provided herein.
iii. Emaginos Virginia will use its best efforts to maintain
and preserve its business organization, employee
relationships, and goodwill intact, and will not enter
into any material commitment except in the ordinary
course of business.
q. Conduct of Emaginos Delaware Pending the Merger Date
Emaginos Delaware covenants that between the date of this
Agreement and the Merger Date:
i. No change will be made in Emaginos Delaware's
certificate of incorporation or bylaws.
ii. Emaginos Delaware will not make any change in its
authorized or issued capital stock, declare or pay any
dividend or other distribution or issue, encumber,
purchase, or otherwise acquire any of its capital stock
otherwise than as provided herein.
iii. Emaginos Delaware will use its best efforts to maintain
and preserve its business organization, employee
relationships, and goodwill intact, and will not enter
into any material commitment except in the ordinary
course of business.
r. Conditions Precedent to Obligation of Emaginos Virginia
Emaginos Virginia's obligation to consummate this merger shall
be subject to fulfillment on or before the Merger Date of each of
the following conditions, unless waived in writing by Emaginos
Virginia:
i. Emaginos Delaware's Representations and
Warranties. The representations and warranties of
Emaginos Delaware set forth herein shall be true and
correct at the Merger Date as though made at and as
of that date, except as affected by transactions
contemplated hereby.
ii. Emaginos Delaware's Covenants. Emaginos Delaware
shall have performed all covenants required by this
Agreement to be performed by it on or before the Merger
Date.
s. Conditions Precedent to Obligation of Emaginos Delaware
Emaginos Delaware's obligation to consummate this merger shall be
subject to fulfillment on or before the Merger Date of each of the
following conditions, unless waived in writing by Emaginos Delaware:
i. Emaginos Virginia's Representations and Warranties.
The representations and warranties of Emaginos Virginia
set forth herein shall be true and correct at the Merger
Date as though made at and as of that date, except as
affected by transactions contemplated hereby.
ii. Emaginos Virginia's Covenants. Emaginos Virginia
shall have performed all covenants required by this
Agreement to be performed by it on or before the Merger
Date.
t. Designation of Agent for Service
As of the Merger Date, the Surviving Corporation hereby irrevocably
appoints the Secretary of the State of the Commonwealth of Virginia, if
required, as its attorney to accept service of process in any action,
suit, or proceeding for the enforcement of any obligations of Emaginos
Virginia for which the Surviving Corporation is liable under the
Virginia Stock Corporation Act, this Agreement, or the laws of the
State of Delaware.
u. Access
From the date hereof to the Merger Date, Emaginos Delaware and
Emaginos Virginia shall provide each other with such information and
permit each other's officers and representatives such access to its
properties and books and records as the other may from time to time
reasonably request. If the merger is not consummated, all documents
received in connection with this Agreement shall be returned to the
party furnishing such documents, and all information so received
shall be treated as confidential.
v. Closing
i. The transfers and deliveries to be made pursuant to this
Agreement (the "Closing") shall be made by and take
place at the offices of the Exchange Agent or other
location designated by the Constituent Corporations
without requiring the meeting of the parties hereof.
All proceedings to be taken and all documents to be
executed at the Closing shall be deemed to have been
taken, delivered and executed simultaneously, and no
proceeding shall be deemed taken nor documents deemed
executed or delivered until all have been taken,
delivered and executed.
ii. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission required by
this Agreement or any signature required thereon may be
used in lieu of an original writing or transmission or
signature for any and all purposes for which the original
could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a
complete reproduction of the entire original writing or
transmission or original signature.
iii. At the Closing, Emaginos Virginia shall deliver to the
Exchange Agent in satisfactory form, if not already
delivered to Emaginos Delaware:
(i) A list of the holders of the shares of the Emaginos
Virginia Common Stock being exchanged with an itemization of the
number of shares held by each, the address of each holder, and the
aggregate number of shares of Emaginos Delaware Common Stock to be
issued to each holder;
(ii) Evidence of the consent of shareholders of Emaginos
Virginia to this Agreement;
(iii) Certificate of the Secretary of State of the
Commonwealth of Virginia as of a recent date as to the good standing
of Emaginos Virginia;
(iv) Certified copies of the resolutions of the board of
directors of Emaginos Virginia authorizing the execution of this
Agreement and the consummation of the Merger;
(v) The Emaginos Virginia Financial Statements;
(vi) Secretary's certificate of incumbency of the officers
and directors of Emaginos Virginia; and
(vii) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties enumerated
elsewhere herein.
iv. At the Closing, Emaginos Delaware shall deliver to the
Exchange Agent in satisfactory form, if not already
delivered to Emaginos Virginia:
(i) A list of the shareholders of record of Emaginos
Delaware, including, wherever available, addresses and telephone
numbers;
(ii) Evidence of the consent of shareholders of Emaginos
Delaware to this Agreement;
(iii) Certificate of the Secretary of State of Delaware
as of a recent date as to the good standing of Emaginos Delaware;
(iv) Certified copies of the resolutions of the board of
directors of Emaginos Delaware authorizing the execution of this
Agreement and the consummation of the merger;
(v) Emaginos Delaware Financial Statements;
(vi) Secretary's certificate of incumbency of the officers
and directors of Emaginos Delaware; and
(vii) Any document as may be specified herein or
required to satisfy the conditions, representations and warranties
enumerated elsewhere herein.
w. Survival of Representations and Warranties
The representations and warranties of the Constituent Corporations
set out herein shall survive the Merger Date.
x. Arbitration
i. Scope. The parties hereby agree that any and all
claims (except only for requests for injunctive or other
equitable relief) whether existing now, in the past or
in the future as to which the parties or any affiliates
may be adverse parties, and whether arising out of this
agreement or from any other cause, will be resolved by
arbitration before the American Arbitration Association.
ii. Situs. The parties hereby irrevocably consent to the
jurisdiction of the American Arbitration Association
and the situs of the arbitration within the State of
Delaware at a time and place chosen by American
Arbitration Association. Any award in arbitration may
be entered in any domestic or foreign court having
jurisdiction over the enforcement of such awards.
iii. Applicable Law. The law applicable to the arbitration
and this agreement shall be that of the State of
Delaware, determined without regard to its provisions
which would otherwise apply to a question of conflict
of laws. Any dispute as to the applicable law shall be
decided by the arbitrator.
iv. Disclosure and Discovery. The arbitrator may, in its
discretion, allow the parties to make reasonable
disclosure and discovery in regard to any matters which
are the subject of the arbitration and to compel
compliance with such disclosure and discovery order.
The arbitrator may order the parties to comply with
all or any of the disclosure and discovery provisions
of the Federal Rules of Civil Procedure, as they then
exist, as may be modified by the arbitrator consistent
with the desire to simplify the conduct and minimize the
expense of the arbitration.
v. Rule of Law. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply
the rules of contract and other law of the jurisdiction
whose law applies to the arbitration so that the
decision of the arbitrator will be, as much as possible,
the same as if the dispute had been determined by a
court of competent jurisdiction.
vi. Finality and Fees. Any award or decision by the
American Arbitration Association shall be final, binding
and non-appealable except as to errors of law. Each
party to the arbitration shall pay its own costs and
counsel fees.
vii. Measure of Damages. In any adverse action, the parties
shall restrict themselves to claims for compensatory
damages and no claims shall be made by any party or
affiliate for lost profits, punitive or multiple
damages.
viii. Covenant Not to Sue. The parties covenant that under
no conditions will any party or any affiliate file any
action against the other (except only requests for
injunctive or other equitable relief) in any forum other
than before the American Arbitration Association, and
the parties agree that any such action, if filed, shall
be dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to
the prevailing party.
ix. Intention. It is the intention of the parties and their
affiliates that all disputes of any nature between them,
whenever arising, from whatever cause, based on
whatever law, rule or regulation, whether statutory or
common law, and however characterized, be decided by
arbitration as provided herein and that no party or
affiliate be required to litigate in any other forum
any disputes or other matters except for requests for
injunctive or equitable relief. This agreement shall
be interpreted in conformance with this stated intent
of the parties and their affiliates.
y. General Provisions
i. Further Assurances. From time to time, each party will
execute such additional instruments and take such
actions as may be reasonably required to carry out
the intent and purposes of this Agreement.
ii. Waiver. Any failure on the part of either party
hereto to comply with any of its obligations,
agreements, or conditions hereunder may be waived
in writing by the party to whom such compliance is
owed.
iii. Brokers. Each party agrees to indemnify and hold
harmless the other party against any fee, loss, or
expense arising out of claims by brokers or finders
employed or alleged to have been employed by the
indemnifying party.
iv. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed
to have been given if delivered in person or sent
by prepaid first-class certified mail, return receipt
requested, or recognized commercial courier service,
as follows:
If to Emaginos Delaware, to:
Emaginos, Inc.
13428 Maxella Avenue, #144
Marina Del Rey, California 90292
If to Emaginos Virginia, to
Emaginos, Inc.
13428 Maxella Avenue, #144
Marina Del Rey, California 90292
z. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of
the State of Delaware.
aa. Assignment. This Agreement shall inure to the benefit
of, and be binding upon, the parties hereto and their
successors and assigns; provided, however, that any
assignment by either party of its rights under this
Agreement without the written consent of the other party
shall be void.
ab. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument. Signatures sent by facsimile
transmission shall be deemed to be evidence of the original
execution thereof.
ac. Effective Date. This effective date of this Agreement
shall be September 23, 2018.
IN WITNESS WHEREOF, the parties have executed this Agreement.
EMAGINOS DELAWARE
By /s/ Allan Jones
--------------------
President
EMAGINOS VIRGINIA
By /s/ Allan Jones
--------------------
President