ACQUISITION AGREEMENT
AGREEMENT dated day of May, 2002 ("the Agreement"), by,
between and among INFOBOOTH, INC., a company incorporated
under the laws of the state of Delaware (hereinafter
"INFOBOOTH"), the persons listed on Exhibit A attached hereto
and made a part hereof, being all of the shareholders and
executive officers of INFOBOOTH (hereinafter referred to as
("MANAGEMENT"); REDCELL CANADA, INC., a company incorporated
under the laws of the province of Alberta having its principal
place of business at 1250-999 West Hastings Street, Vancouver,
British Columbia V6C 2W2 (hereinafter referred to as
"REDCELL"); and the persons listed on Exhibit "A" attached
hereto and made a part hereof, (hereinafter referred to as the
"SELLERS").
WHEREAS, the SELLERS own a total of 100,000 shares of
common stock, no par value, of REDCELL, said shares
representing one hundred (100%) percent of the issued and
outstanding common stock of REDCELL .
WHEREAS, the SELLERS desire to sell and INFOBOOTH desires
to purchase one hundred percent (100%) of the outstanding
shares of common stock of REDCELL;
NOW, THEREFORE, in consideration of the mutual covenants,
agreements, representations and warranties herein contained,
the parties hereby agree as follows:
1. Purchase and Sale - The SELLERS hereby agree to sell,
transfer, assign and convey to INFOBOOTH and INFOBOOTH
hereby agrees to purchase and acquire from the SELLERS, a
total of 100,000 shares of common stock of REDCELL, which
equates to one hundred percent (100%) percent of all of
REDCELL's currently issued and outstanding common stock
("the REDCELL Common Shares"), in a tax-free stock-for-stock
acquisition.
2. Purchase Price - The aggregate purchase price to be paid
by INFOBOOTH for the REDCELL Common Shares shall be
8,000,000 newly issued shares of INFOBOOTH $0.001 par value
voting common stock (the "INFOBOOTH Common Shares"). The
INFOBOOTH Common Shares will be issued to the individual
SELLERS in accordance with Exhibit "A-1" attached hereto.
As a result of the issuance of the INFOBOOTH Common Shares,
Sellers shall own approximately ninety six (96%) percent of
the outstanding shares of INFOBOOTH, Inc., resulting in an
approximate total issued amount of common stock in the sum
of 8,282,950 shares.
3. Warranties Representations and Covenants of REDCELL and
REDCELL PRINCIPALS - In order to induce INFOBOOTH to enter
into this Agreement and to complete the transaction
contemplated hereby, REDCELL and its principal executive
officers (hereinafter referred to as the "REDCELL
PRINCIPALS", jointly and severally warrant and represent to
INFOBOOTH that:
(a) Organization and Standing. REDCELL is a corporation
duly organized, validly existing and in a good standing
under the laws of the province of Alberta and has full
power and authority to carry on its business as now
conducted and to own and operate its assets, properties
and business. Attached hereto as Exhibit "B" are true and
correct copies of REDCELL's Certificate of Incorporation,
amendments thereto and all current\by-laws of REDCELL. No
changes thereto will be made in any of the Exhibit "B"
documents before the closing. REDCELL has no
subsidiaries except as listed or any investments or
ownership interests in any corporation, partnership, joint
venture or other business enterprise which is material to
its business.
(b) Capitalization. As of the Closing Date of REDCELL 's
entire authorized equity capital consists of an unlimited
number of common shares of no par value, of which 100,000
shares of Common Stock will be outstanding as of the
Closing. As of the Closing Date, there will be no other
voting or equity securities authorized or issued, nor any
authorized or issued securities convertible into voting
stock, and no outstanding subscriptions, warrants, calls,
options, rights, commitments or agreements by which
REDCELL or the SELLERS are bound, calling for the issuance
of any additional shares of common stock or any other
voting or equity security. The 100,000 issued and
outstanding REDCELL Common Shares to be transferred by
SELLERS constitutes one hundred (100%) percent of the
currently issued and outstanding shares of Common Stock of
REDCELL, which includes inter-alia, that same percentage
of REDCELL's voting power, right to receive dividends,
when, as and if declared and paid, and the right to
receive the proceeds of liquidation attributable to common
stock, if any.
(c) Ownership of REDCELL Shares. Each SELLER warrants and
represents, severally, that as of the date hereof, such
SELLER is the sole owner of the REDCELL Common Shares
listed by his or her name on Exhibit "A", free and clear
of all liens, encumbrances, and restrictions whatsoever,
except that the REDCELL Common Shares so listed have not
been registered under the Securities Act of 1933, as
amended (the "33 Act"), or any applicable State Securities
laws. By SELLERS' transfer of the REDCELL Common Shares
to INFOBOOTH pursuant to this Agreement. INFOBOOTH will
thereby acquire 100% of the outstanding capital stock of
REDCELL, free and clear of all liens, encumbrances and
restrictions of any nature whatsoever, except by reason of
the fact that the REDCELL Common Shares will not have
been registered under the '33 Act, or any applicable State
securities laws.
(d) Taxes. REDCELL warrants and represents that there
are no outstanding tax liens or judgments against REDCELL
as of the date of closing, nor, to the best of the
company's knowledge is there a potential for a tax lien or
judgment to be filed against the company.
(e) Pending Actions. There are no known material legal
actions, lawsuits, proceedings or investigations, either
administrative or judicial, pending or threatened, against
or affecting REDCELL, or against the REDCELL PRINCIPALS
that arrive out of their operation of REDCELL, except as
described in Exhibit "C" attached hereto. REDCELL is not
knowingly in material violation of any law, material
ordinance or regulation of any kind whatever, including,
but not Inc to laws, rules and regulations governing the
sale of its services, the 33 Act, the Securities Exchange
Act of 1934, as amended (the "34 Act"), the Rules and
Regulations of the U.S. Securities and Exchange Commission
("SEC"), or the Securities Laws and Regulations of any
state or nation.
(f) Ownership of Assets. Except as set forth in Exhibit
"E" attached hereto, REDCELL has good, marketable title,
without any liens or encumbrances of any nature whatever,
to all of the following, if any; assets, properties and
rights of every type and description, including, without
limitation, all cash on hand and in banks, certificates of
deposit, stocks, bonds, and other securities, good will,
customer lists, its corporate name and all variants
thereof, trademarks and trade names, copyrights and
interests thereunder, licenses and registrations, pending
licenses and permits and applications therefor,
inventions, processes, know-how, trade secrets, real
estate and interests therein and improvements thereto,
machinery, equipment, vehicles, notes and accounts
receivable, fixtures, rights under agreements and leases,
franchises, all rights and claims under insurance policies
and other contracts of whatever nature, rights in funds of
whatever nature, books and records and all other property
and rights of every kind and nature owned or held by
REDCELL as of this date, and will continue to hold such
title on and after the completion of the transactions
contemplated by this Agreement; nor, except in the
ordinary course of its business, has REDCELL disposed of
any such asset since the date of the most recent balance
sheet described in Section 3(0) of this Agreement.
(g) No Interest in Suppliers, Customers, Landlords or
Competitors. Neither REDCELL PRINCIPALS nor any member of
their families have any material interest of any nature
whatever in any supplier, customer, landlord or competitor
of REDCELL .
(h) No Debt Owed by REDCELL to REDCELL PRINCIPALS.
Except as set forth in Exhibit "F" attached hereto,
REDCELL does not owe any money, securities, or property
to either the REDCELL PRINCIPALS or any member of their
families or to any company controlled by such a person,
directly or indirectly. To the extent that the REDCELL
PRINCIPALS may have any undisclosed liability to pay any
sum or property to any such person or equity or any member
of their families such liability is hereby forever
irrevocably released and discharged.
(i) Complete Records. All of REDCELL's books and
records, including, without limitation, its books of
account, corporate records, minute book, stock certificate
books and other records are up-to-date, complete and
reflect accurately and fairly the conduct of its business
in all material respects since its date of incorporation.
(j) No Misleading Statements or Omissions. Neither this
Agreement nor any financial statement, exhibit, schedule
or document attached hereto or presented to INFOBOOTH in
connection herewith, contains any materially misleading
statement or omits any fact or statement necessary to make
the other statements or facts therein set forth not
materially misleading.
(k) Validity of this Agreement. All corporate and other
proceedings required to be taken by the SELLERS and by
REDCELL in order to enter into and carry out this
Agreement have been duly and properly taken. This
Agreement has been duly executed by the SELLERS and by
REDCELL, and constitutes the valid and binding obligation
of each of them, enforceable in accordance with its terms
except to the extent Inc by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws
relating to or effecting generally the enforcement of
creditors rights. The execution and delivery of this
Agreement and the carrying out of its purposes will not
result in the breach of any of the terms and conditions
of, or constitute a default under or violate, REDCELL's
Certificate of Incorporation or By-Laws, or any material
agreement, lease, mortgage, bond, indenture, license or
other material document or undertaking, oral or written,
to which REDCELL or the SELLERS is a party or is bound or
may be affected, nor will such execution, delivery and
carrying out violate any law, rule or regulation or any
order, with injunction or decree, of any court, regulatory
agency or other governmental body; and the business now
conducted by REDCELL can continue to be so conducted
after completion of the transaction contemplated hereby,
with REDCELL as a wholly owned subsidiary of INFOBOOTH.
(l) Concepts and Approvals: Compliance with Laws.
Neither REDCELL nor the SELLERS are required to make any
filing with, or obtain the consent or approval of, any
person or entity as a condition to the consummation of the
transactions contemplated by this Agreement. The business
of REDCELL has been operated in material compliance with
all laws, rules, and regulations applicable to its
business, including, without limitation, those related to
securities matters, trade matters, environmental matters,
public health and safety, and labor and employment.
(m) Access to Books and Records. INFOBOOTH will have
full and free access to REDCELL 's books during the course
of this transaction prior to Closing, during regular
business hours, on reasonable notice.
(n) REDCELL Financial Statements. Before Closing,
REDCELL's financial statements as of and for the period
from inception to December 31, 2001, will be provided to
INFOBOOTH and will be annexed hereto as Exhibit "G"; the
REDCELL financial statements will accurately describe
REDCELL's financial position as of the dates thereof. The
REDCELL financial statements will have been prepared in
accordance with generally accepted accounting principles
in the United States ("GAAP") (or as permitted by
regulation S-X, S-B, and/or the rules promulgated under
the 33 Act and the 34 Act) and for the period from
inception to December 31, 2001 audited by independent
certified public accountants with SEC experience.
(o) REDCELL's Corporate Summary. REDCELL's most recent
Business Plan, (attached hereto as Exhibit "L") accurately
describes REDCELL 's business assets, proposed operations
and management as of the date thereof; since the date of
the Corporate Plan, there has been no material adverse
change in the Business Plan and no material adverse change
in REDCELL; provided that no warranties or representations
are made as to any financial projections.
4. Warranties, representations and Covenants of INFOBOOTH AND
MANAGEMENT OF INFOBOOTH ("MANAGEMENT"). In order to
induce the SELLERS and REDCELL to enter into this
Agreement and to complete the transaction contemplated
hereby, INFOBOOTH AND MANAGEMENT jointly and severally
warrant, represent and covenant to REDCELL and SELLERS
that :
(a) Organization and Standing. INFOBOOTH is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, will be
qualified to do business as a foreign corporation in every
other state and jurisdiction in which it operates to the
extent required by the laws of such states or
jurisdictions, and will have full power and authority to
carry on its business as now conducted and to own and
operate its assets, properties and business. INFOBOOTH has
no subsidiaries or any other investments or ownership
interests in any corporation, partnership, joint venture
or other business enterprise.
(b) Capitalization. INFOBOOTH's entire authorized
equity capital consists of 25,000,000 shares of voting
common stock, $0.001 par value. As of the Closing, will
have issued and outstanding 282,950 shares of voting
common stock, $0.001 par value and no shares of preferred
stock issued. Upon issuance, all of the INFOBOOTH Common
Stock will be validly issued, fully paid and non-
assessable. The relative rights and preferences of
INFOBOOTH's equity securities are set forth on the
Certificate of Incorporation, as amended and INFOBOOTH's
By-laws (Exhibit "H" hereto). There are no other voting
or equity securities authorized or issued, not any
authorized or issued securities convertible into voting
stock, and no outstanding subscriptions, warrants, calls,
options, rights, commitments or agreements by which
INFOBOOTH is bound, calling for the issuance of any
additional shares of common stock or any other voting or
equity security. The By-laws of INFOBOOTH provide that a
simple majority of the shares voting at a stock holders'
meeting at which a quorum is present may elect all of the
directors of INFOBOOTH. Cumulative voting is not provided
for by the By-Laws or Certificate of Incorporation of
INFOBOOTH.
(c) Ownership of Shares. By INFOBOOTH's issuance
of the INFOBOOTH Common Shares to the SELLERS pursuant to
this Agreement, the SELLERS will thereby acquire good,
absolute marketable title thereto, free and clear of all
liens, encumbrances and restrictions of any nature
whatsoever, except by reason of the fact that such
INFOBOOTH shares will not have been registered under the
33 Act, or any applicable state securities laws.
(d) Significant Agreements. INFOBOOTH is not and will
not at Closing be bound by any of the following:
(i) Employment, advisory or consulting contract
(except as described in Section 12 herein).
(ii) Plan providing for employee benefits of any
nature.
(iii) Lease with respect to any property or equipment.
(iv) Contract of commitments for any current
expansion.
(v) Contract or commitment pursuant to which it has
assumed, guaranteed, endorsed or otherwise become
liable for any obligation of any other person,
firm or organization.
(vi) Contract, agreement, understanding, commitment
or arrangement either than in the normal course of
business, not set forth in the Agreement or an
Exhibit hereto.
(vii) Agreement with any person relating to the
dividend, purchase or sale of securities, that has
not been settled by the delivery of payment of
securities when due, and which remains unsettled
upon the date of this Agreement.
(e) Taxes. INFOBOOTH has filed all federal, state and
local income or other tax returns and reports that it is
required to file with all governmental agencies, wherever
situate, and has paid all taxes as shown on such returns.
All of such returns are true and complete. INFOBOOTH's
income tax returns have never been audited by say
authority empowered to do so.
(f) Disclosure of Liabilities. As of the Closing Date,
INFOBOOTH will have no other liabilities of any kind or
nature, fixed or contingent, except those identified in
its most recent financial statements filed with the
Securities and Exchange Commission and except for the
costs, including legal and accounting fees and other
expenses, in connection with this transaction, for which
INFOBOOTH agrees to be responsible and to pay in full at
or before the Closing.
(g) No Pending Actions. To the best of management's
knowledge, there are no legal actions, lawsuits,
proceedings or investigations, either administrative or
judicial, pending or threatened against or affecting
INFOBOOTH, or against any of the INFOBOOTH MANAGEMENT and
arising out of their operation of INFOBOOTH. INFOBOOTH has
been in compliance with, and has not received notice of
violation of any law, ordinance of any kind whatever,
including, but not Inc to, the 33 Act, the Rules and
Regulations of the SEC, or the Securities Laws and
Regulations of any sale. INFOBOOTH is not an investment
company as defined in, or otherwise subject to regulation
under, the Investment Company Act of 1940. INFOBOOTH is
not required to file reports pursuant to either Section 13
or Section 15 (d) of the 34 Act.
(h) Corporate Records. All of INFOBOOTH's books and
records, including, without limitation, its books of
account, corporate records, minute book, stock certificate
books and other records are up-to-date complete and
reflect accurately and fairly the conduct of its business
in all respects since its date of incorporation; all of
said books and records will be made available for
inspection by REDCELL's authorized representatives prior
to the Closing as provided by Section 4(I) herein, and
will be delivered to INFOBOOTH's new management at the
Closing.
(i) No Misleading Statements or Omissions. Neither this
agreement nor any financial statement, exhibit, schedule
or document attached hereto or presented to REDCELL in
connection herewith contains any materially misleading
statement, or omits any fact or statement necessary to
make the other statements or facts therein set forth not
materially misleading.
(j) Validity of this Agreement. All corporate and other
proceedings required to be taken by INFOBOOTH in order to
enter into and to carry out this Agreement will have been
duly and properly taken at or before the Closing. This
Agreement has been duly executed by INFOBOOTH, constitutes
a valid and binding obligation of INFOBOOTH enforceable in
accordance with its terms. The execution and delivery of
this Agreement and the carrying out of its purposes will
not result in the breach of any of the terms or conditions
of, or constitute a default under or violate, INFOBOOTH's
Certificate of Incorporation- or By-Laws, or any
agreement, lease, mortgage, bond, indenture, license or
other document or undertaking, oral or written, to which
INFOBOOTH is a party or is bound or may be affected nor
will such execution, delivery and carrying out violate any
law, rule or regulation or any order, writ, injunction or
decree of any court, regulatory agency or other
governmental body.
(k) Consents and Approvals, Compliance with Laws.
Except for the notices to be filed as described in Section
7(a)(v) herein, neither REDCELL nor MANAGEMENT is
required to make any filing with, or obtain the consent or
approval of, any person or entity as a condition to the
consummation of the transactions contemplated by this
Agreement. The business of INFOBOOTH has been operated in
compliance with all laws, rules and regulations applicable
to its business, including, without limitation, those
related to securities matters, trade matters,
environmental matters, public health and safety, and labor
and employment.
(l) Access to Books and Records. REDCELL and SELLERS
will have full and free access to REDCELL's books and
records during the course of this transaction prior to and
at the Closing on reasonable notice.
(m) INFOBOOTH Information. INFOBOOTH is a company
currently reporting with the Securities and Exchange
Commission and REDCELL and SELLERS acknowledge their
opportunity to review the relevant filings with the
Securities and Exchange Commission which accurately
reflect the information relating to INFOBOOTH and the
financial condition of INFOBOOTH. There will have been no
material change in the business, assets or condition
(financial or otherwise) of INFOBOOTH since the date of
INFOBOOTH'S most recent filing with the Securities and
Exchange Commission to the Closing.
(n) INFOBOOTH Financial Condition. As of the Closing,
INFOBOOTH will have no assets or liabilities, except as
disclosed in its most recent filing with the Securities
and Exchange Commission.
(o) Directors and Shareholders Approval. As of the
Closing, INFOBOOTH's Board of Directors and Shareholders,
by meeting or consent shall have properly authorized the
matters described in section 7(a)(iv)herein.
(p) The INFOBOOTH Shares. All of the INFOBOOTH Common
Shares issued to SELLERS shall be validly issued, fully-
paid non-assessable shares of INFOBOOTH Common Stock, with
full voting rights, dividend rights, and right to receive
the proceeds of liquidation , if any, as set forth in
INFOBOOTH's Certificate of Incorporation.
5. Term: Indemnification. All representations, warranties,
covenants and agreements made herein and in the exhibits
attached hereto shall survive the execution and delivery of
this Agreement and payment pursuant thereto. SELLERS hereby
agree, jointly and severally, to indemnify, defend, and hold
harmless INFOBOOTH and its shareholders from and against any
damage, loss, liability, or expense (including without
limitation, reasonable expenses of investigation and
reasonable attorney's fees) arising out of any material
breech of any representation, warranty, covenant, or
agreement made by REDCELL or SELLERS in this Agreement.
6. Restricted Shares: Legend. The total amount of the
INFOBOOTH Common Shares issued to SELLERS hereunder will
be "restricted securities" as defined in Rule 144 under the
33 Act and each stock certificate issued to SELLERS
hereunder, will bear the usual restrictive legend to such
effect. Appropriate Stop Transfer instructions will be
given to INFOBOOTH'S stock transfer agent.
7. Conditions Precedent to Closing. (a) The obligations of
REDCELL and the SELLERS under this Agreement shall be and
are subject to fulfillment, prior to or at the Closing, of
each of the following conditions:
(i) That REDCELL's representations and warranties
contained herein shall be true and correct at the time
of Closing as if such representations and warranties
were made at such time, and MANAGEMENT will deliver an
executed certification confirming the foregoing;
(ii) That REDCELL and REDCELL's MANAGEMENT shall have
performed or complied with all agreements, terms and
conditions required by this Agreement to be performed
or complied with by them prior to or at the time of the
Closing;
(iii) That REDCELL's directors and shareholders, by proper
and sufficient vote taken either by consent or at a
meeting duly and properly called and held, shall have
properly approved all of the matters required to be
approved by REDCELL's directors and shareholders,
respectively;
(iv) That REDCELL's Board of Directors, by proper and
sufficient vote, shall have approved this Agreement and
the transactions contemplated hereby; approved the
change of INFOBOOTH's corporate name to REDCELL POWER
CORPORATION; approved the resignation of all of
INFOBOOTH's current directors and the election of up to
three designees of REDCELL to serve as directors in
place of INFOBOOTH's current directors; and will have
approved such other changes as are consistent with this
Agreement and approved by REDCELL and INFOBOOTH; and
(b) The obligations of INFOBOOTH and INFOBOOTH'S
MANAGEMENT under this Agreement shall be and are subject to
fulfillment, prior to or at the Closing of each of the
following conditions:
(i) That INFOBOOTH's representations and warranties
contained herein shall be true and correct at the time
of Closing as if such representations and warranties
were made at such time and INFOBOOTH shall deliver an
executed certification confirming the foregoing;
(ii) That INFOBOOTH shall have performed or complied
with all agreements, terms and conditions required by
this Agreement to be performed or complied with by them
prior to or at the time of Closing; and
(iii) That INFOBOOTH's directors and shareholders, by
proper and sufficient vote taken either by consent or
at a meeting duly and properly called and held, shall
have properly approved all of the matters required to
be approved by INFOBOOTH's directors and shareholders,
respectively;
8. Further Conditions and Representations.
Notwithstanding the representations made herein, in order to
induce INFOBOOTH to enter into the instant Agreement,
REDCELL and SELLERS make the following representations and
undertake to perform the following which shall survive
closing of this transaction.
(a) That immediately subsequent to the transaction,
Messrs. Shane Henty Sutton, David Sutton and Peter Moulinos
shall resign as officers and directors of INFOBOOTH, and
their respective shareholding in Infobooth, and that of
Karela Giselle Pty Ltd., shall be canceled. In
consideration of such cancellation, the parties shall
receive an undisclosed payment from the shareholders of
Redcell Canada Inc.
(b) That INFOBOOTH shall change its name to REDCELL POWER
CORPORATION and that a 1 for 10 reverse split of the
outstanding shares of common stock of the company
shall be effectuated.
(c) That within thirty (30) days of the closing of this
Agreement, the newly appointed Board of Directors and
Management of INFOBOOTH shall have taken all steps
necessary to obtain updated consolidated audited
financial records of the newly merged company,
pursuant to Regulation S-X, for the purpose of filing
the same with the Securities and Exchange Commission;
(d) That within thirty (30) days of the closing of this
Agreement, the newly appointed Board of Directors and
Management of INFOBOOTH shall have taken all steps
necessary to file a Form 15(c)2-11 with the NASD and
obtain a trading symbol for the company and insure
that the company's common stock becomes listed on the
OTC-Bulletin Board;
(e) That the newly appointed Board of Directors and
Management of INFOBOOTH shall retain Shane Henty
Sutton, to further represent INFOBOOTH and shall
execute a consulting agreement to compensate Shane
Henty Sutton a sum of 150,000 shares of common stock,
to be issued pursuant to a Form S-8 to be filed by
INFOBOOTH in consideration of such representation.
9. Termination. This Agreement may be terminated at any
time before or at Closing, by;
(a)The mutual agreement of the parties;
(b)Any party if:
(i) Any legal proceeding shall have been instituted
or shall be imminently threatening to delay,
restrain or prevent the consummation of this
Agreement.
Upon termination of this Agreement for any reason, in
accordance with the terms and conditions set forth in this
paragraph, REDCELL shall be responsible for the attorney
fees and costs of INFOBOOTH with no further liability or
obligation thereunder.
10. Exhibits. All Exhibits attached hereto are incorporated
herein by this reference as if they were set forth in
their entirety.
11. Miscellaneous Provisions. This Agreement is the entire
agreement between the parties in respect of the subject
matter hereof, and there are no other agreements, written
or oral, nor may this Agreement be modified except in
writing and executed by all of the parties hereto. The
failure to insist upon strict compliance with any of the
terms, covenants or conditions of this Agreement shall not
be deemed a waiver or relinquishment of such rights or
power at any other time or times.
12. Closing. The Closing of the transactions contemplated by
this Agreement ("Closing") shall take place at the offices
of Shane Henty Sutton, P.C., attorneys for INFOBOOTH, at
1.00 P.M. on the first business day after the letter of
the approval of SELLERS owning at least 70% of REDCELL's
Common Stock or the shareholders of INFOBOOTH approving
this Agreement and the matters referred to in section
7(a)(vi) herein, or such other date as the parties hereto
shall mutually agree upon. At the Closing, all of the
documents and items referred to herein shall be exchanged.
13. Prohibited Actions. Between the date hereof and the
effective date of the merger, neither INFOBOOTH, REDCELL
and SELLERS will, except with the prior written consent of
the other:
(a) issue or sell any stock, bonds, or other
corporate securities;
(b) incur any obligation or liability (absolute or
contingent), except current liabilities incurred, and
obligations under contracts entered into, other than
in the ordinary course of business;
(c) discharge or satisfy any lien or encumbrance or
pay any obligation or liability (absolute or
contingent) other than in the ordinary course of
business;
(d) make any dividend or other payment or
distribution to its shareholders or Purchase or
redeem any shares of its capital stock other than in
the ordinary course of business;
(e) mortgage, pledge, create a security interest in,
or subject to lien or other encumbrance any of its
assets, tangible or intangible other than in the
ordinary course of business;
(f) sell or transfer any of its tangible assets or
cancel any debts or claims except in each case in the
ordinary course of business other than in the
ordinary course of business;
(g) sell, assign, or transfer any trademark, trade
name, patent, or other intangible asset;
(h) waive any right of any substantial value other
than in the ordinary course of business; or
(i) enter into any other transaction other than in
the ordinary course of business.
14. Further Instruments. From time to time, as and when
requested by the either of the parties or by its
successors or assigns, the other party will execute and
deliver, or cause to be delivered, all such deeds and
other instruments; and will take or cause to be taken such
further or other action as the parties may deem necessary
or desirable in order to vest in and confirm to the
purchaser title to and possession of all its property,
rights, privileges, possessions, and franchises and
otherwise to carry out the intent and purposes of this
agreement.
15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New
York and the parties submit to and select the courts
within that jurisdiction as the exclusive venue for the
adjudication of any and all disputes.
16. Counterparts. This Agreement may be executed in
duplicate facsimile counterparts, each of which shall be
deemed an original and together shall constitute one and
the same binding Agreement, with one counterpart being
delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their
hands and seals as of the date and year above first written.
INFOBOOTH INC.
By: /s/ Shane Henty Sutton
Chairman
REDCELL CANADA INC.
By: /s/ Cameron King
Chairman
LIST OF EXHIBITS
Exhibit "A" List of Sellers
Exhibit "B" True and correct copies of REDCELL's
Certificate of Incorporation,
amendments thereto and all current By-
laws.
Exhibit "C" Any material legal actions, lawsuits,
proceedings of investigations, either
administrative or judicial, pending or
threatened, against or affecting
REDCELL, or against the Sellers that
arise out of their operation of
REDCELL.
Exhibit "D" Evidence of REDCELL's licenses and
registrations necessary to permit REDCELL
to conduct its current business.
Exhibit "E" Any impediments to REDCELL's good,
marketable title including liens or
encumbrances of any nature whatever.
Exhibit "F" Any money, securities, or property owed by
REDCELL to either the Principals of REDCELL
or any member of their families or to any
company controlled by such a person,
directly or indirectly.
Exhibit "G" REDCELL's audited financial statements as
of and for the period ended November 30,
2001.
Exhibit "H" True and correct copies of INFOBOOTH's
Certificate of Incorporation amendments
thereto and all current By-laws.
Exhibit "I" INFOBOOTH's audited financial statements
for the fiscal year ended January 31, 2001
and interim reports through to October 31,
2001.
Exhibit "J" REDCELL's most recent Business Plan.
Exhibit "K" Shares issuances after closing pursuant to
Acquisitions, Acquisition agreements and
stock option plans