Exhibit 10.1
Execution Copy
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "Agreement") has been made as of
August 10, 2007, by and among My Quote Zone, Inc., a Nevada corporation
("MQOZ"), MQOZ Merger Sub, Inc., a Nevada corporation and a wholly-owned
Subsidiary of MQOZ ("Sub"), China 9D Decoration Group Limited, a British Virgin
Islands corporation ("CDG"), and the shareholders of CDG, each of whom is
identified on Schedule A to this Agreement (the "CDG Shareholders").
Whereas, the respective Boards of Directors of MQOZ, Sub and CDG have
approved the merger, pursuant and subject to the terms and conditions of this
Agreement, of Sub with and into CDG (the "Merger"), whereby all of the issued
and outstanding shares of the Common Stock of CDG (the "CDG Common Stock") will
be converted into the right to receive a specified number of shares of the
Common Stock of MQOZ (the "MQOZ Common Stock"); and the parties each desire to
make certain representations, warranties and agreements in connection with the
Merger and also to prescribe various conditions to the Merger;
Now, Therefore, in consideration of the premises and the representations,
warranties and covenants herein contained, the parties agree to effect the
Merger on the terms and conditions herein provided and further agree as follows:
ARTICLE 1. DEFINITIONS
1.1 Definitions.
In addition to the other definitions contained in this Agreement, the
following terms will, when used in this Agreement, have the following respective
meanings:
"Affiliate" means a Person that, directly or indirectly, controls, is
controlled by, or is under common control with, the referenced party.
"BVI" British Virgin Islands.
"Claim" means any contest, claim, demand, assessment, action, suit, cause
of action, complaint, litigation, proceeding, hearing, arbitration,
investigation or notice of any of the foregoing involving any Person.
"Closing" means the consummation of the Merger.
"Code" means the Internal Revenue Code of 1986, as amended, together with
all rules and regulations promulgated thereunder.
"Constituent Corporations" means CDG and Sub, as the constituent
corporations of the Merger.
"GAAP" means United States generally accepted accounting practices.
"GCL" means the Nevada General Corporation Law.
"Person" means and includes any individual, partnership, corporation,
trust, company, unincorporated organization, joint venture or other entity, and
any Governmental Entity.
"Record Holder" means a holder of record of CDG Common Stock as shown on
the regularly maintained stock transfer records of CDG.
"Subsidiary" means, with respect to any Person, any corporation,
partnership, joint venture, trust or other entity of which such Person, directly
or indirectly through an Affiliate, owns an amount of voting securities, or
possesses other ownership interests, having the power, direct or indirect, to
elect a majority of the Board of Directors or other governing body thereof.
"Surviving Corporation" means CDG, as the surviving corporation of the
Merger.
"U.S." means the United States of America.
1.2 Interpretation.
In this Agreement, unless the express context otherwise requires:
(a) the words "herein," "hereof" and "hereunder and words of similar
import refer to this Agreement as a whole and not to any particular provision of
this Agreement;
(b) references to "Article" or "Section" are to the respective
Articles and Sections of this Agreement, and references to "Exhibit" or
"Schedule" are to the respective Exhibits and Schedules annexed hereto;
(c) references to a "party" means a party to this Agreement and
include references to such party's successors and permitted assigns;
(d) references to a "third party" means a Person that is neither a
Party to this Agreement nor an Affiliate thereof;
(e) the terms "dollars" and "$" means U.S. dollars;
(f) terms defined in the singular have a comparable meaning when
used in the plural, and vice versa;
(g) the masculine pronoun includes the feminine and the neuter, and
vice versa, as appropriate in the context; and
(h) wherever the word "include," "includes" or "including is used in
this Agreement, it will be deemed to be followed by the words "without
limitation."
ARTICLE 2. THE MERGER
2.1 Effective Time of the Merger.
Subject to the provisions of this Agreement, the Merger will be
consummated by the filing with the Secretary of State of the State of Nevada of
articles of merger, in such form as required by, and signed and attested in
accordance with, the relevant provisions of the GCL and by the filing with the
of the BVI of articles of merger, in such form as required by, and signed and
attested in accordance with, the relevant provisions of the (the time of the
filing of such instruments as occurs second or such later time and date as is
specified in such filings being the "Effective Time"). It is the intent of the
parties to cause such filings to be made no later than the Closing Date.
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2.2 Closing.
The Closing will take place at 10:00 a.m., local time, on the earliest
date practicable after all of the conditions set forth in Articles 7 and 8 are
satisfied or waived by the appropriate party, but in no event later than the
applicable date referred to in Section 10.1(d) (the "Closing Date"), unless
another time, date or place is agreed to in writing by the parties.
2.3 Effects of the Merger.
By virtue of the Merger and without the necessity of any action by or on
behalf of the Constituent Corporations, or either of them:
(a) at the Effective Time, (i) the separate existence of Sub will
cease, and Sub will be merged with and into CDG, and (ii) the certificate of
incorporation and bylaws of CDG as in effect immediately prior to the Effective
Time will be the certificate of incorporation and bylaws of the Surviving
Corporation until thereafter amended; and
(b) at and after the Effective Time, the Surviving Corporation will
possess all the rights, privileges, powers and franchises of a public as well as
of a private nature, and be subject to all the restrictions, disabilities and
duties, of each of the Constituent Corporations; and all property, real,
personal and mixed, and all debts due to either of the Constituent Corporations
on whatever account, as well for stock subscriptions as all other things in
action or belonging to each of the Constituent Corporations will be vested in
the Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest of each of the Constituent
Corporations will be thereafter as effectually be the property of the Surviving
Corporation as they were of the respective Constituent Corporations, and the
title to any real estate vested by deed or otherwise, in either of the
Constituent Corporations, will not revert or be in any way impaired; but all
rights of creditors and all liens upon any property of either of the Constituent
Corporations will be preserved unimpaired, and all debts, liabilities and duties
of the respective Constituent Corporations will thereafter attach to the
Surviving Corporation, and may be enforced against it to the same extent as if
such debts and liabilities had been incurred or contracted by it.
ARTICLE 3. EFFECT OF MERGER ON CAPITAL STOCK
3.1 Effect on Capital Stock.
As of the Effective Time, by virtue of the Merger and without any action
on the part of any holder of shares of CDG Common Stock or of shares of the
capital stock of Sub:
(a) Capital Stock of Sub. Each issued and outstanding share of the
capital stock of Sub will be converted into the right to receive one fully paid
and non-assessable share of the capital stock of the Surviving Corporation.
(b) Cancellation of Treasury Stock. Shares of common stock of CDG ("
Common Stock"), if any, that are held by CDG as treasury stock will be cancelled
and retired and will cease to exist, and no Merger Consideration will be
delivered in exchange therefor. Any shares of common stock of MQOZ ("MQOZ Common
Stock"), if any, owned by CDG or the CDG Shareholders as of the Effective Time
will remain unaffected by the Merger.
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(c) Exchanged Shares; Merger Consideration.
(i) "Exchanged Shares" means all shares of CDG Common Stock
issued and outstanding immediately prior to the Effective Time other
than shares of CDG Common Stock, if any, held by CDG as treasury
stock
(ii) iiThe consideration payable to the CDG Shareholders in
the Merger will consist of an aggregate of 35,796,798 shares of MQOZ
Common Stock (the "Stock Merger Consideration") and $15,500,000 to
be paid no later than the first anniversary of the Closing Date in
accordance with non-interest bearing notes of MQOZ in the form
annexed hereto (the "Cash Merger Consideration," collectively with
the Stock Merger Consideration, the "Merger Considertion"), which
shall be distributed among the CDG Shareholders proportionately in
accordance with their shareholdings as set forth on Schedule A
hereto.
(d) Exchange of Exchanged Shares for Merger Consideration. As of the
Effective Time, by virtue of the Merger, each issued and outstanding Exchanged
Share will be converted into the right to receive the Merger Consideration due
in respect thereof, payable, to the Record Holders of Exchanged Shares at the
Effective Time. As of the Effective Time, all shares of CDG Common Stock will no
longer be outstanding and will automatically be cancelled and retired and will
cease to exist, and each holder of a certificate representing any such shares
will cease to have any rights with respect thereto, except the right to receive
the Merger Consideration therefor, without interest, upon the surrender of such
certificate in accordance with Section 3.2.
3.2 Exchange of Merger Consideration for Exchanged Shares.
(a) Exchange. On the Closing Date, the holders of all of the CDG
Common Stock shall deliver to MQOZ certificates or other documents evidencing
all of the issued and outstanding CDG Common Stock, duly endorsed in blank or
with executed power attached thereto in transferable form. In exchange for all
of the CDG Common Stock tendered pursuant hereto, MQOZ shall issue to CDG
Shareholders the Merger Consideration.
(b) No Further Ownership Rights in CDG Common Stock. All shares of
MQOZ Common Stock issued upon the surrender for exchange of shares of CDG Common
Stock in accordance with the terms hereof will be deemed to have been issued in
full satisfaction of all rights pertaining to such shares of CDG Common Stock,
and there will be no further registration of transfers of the shares of CDG
Common Stock (other than shares held directly or indirectly by MQOZ) after the
Effective Time. If, after the Effective Time, certificates representing CDG
Common Stock are presented to the Surviving Corporation or its transfer agent
for any reason, such certificates will be cancelled and exchanged as provided by
this Article 3.
ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF CDG
CDG and each of the CDG Shareholders jointly and severally represents
and warrants to MQOZ and to Sub as follows, as of the date hereof and as of the
Closing Date:
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4.1 Organization.
CDG is a corporation duly organized, validly existing and in good standing
under the laws of British Virgin Island and has the corporate power and is duly
authorized, qualified, franchised and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, including qualification to do business as a foreign
entity in the country or states in which the character and location of the
assets owned by it or the nature of the business transacted by it requires
qualification. Included in the attached Schedules (as hereinafter defined) are
complete and correct copies of the articles of incorporation, bylaws and
amendments thereto as in effect on the date hereof. The execution and delivery
of this Agreement does not and the consummation of the transactions contemplated
by this Agreement in accordance with the terms hereof will not, violate any
provision of CDG's certificate of incorporation or bylaws. CDG has full power,
authority and legal right and has taken all action required by law, its articles
of incorporation, bylaws or otherwise to authorize the execution and delivery of
this Agreement.
4.2 Capitalization.
The authorized capitalization of CDG consists of 50,000 shares of common
stock, no par value and no preferred shares. As of the date hereof, there are
50,000 shares of common stock issued and outstanding. All issued and outstanding
common shares have been legally issued, fully paid, are nonassessable and not
issued in violation of the preemptive rights of any other person. CDG has no
other securities, warrants or options authorized or issued.
4.3 Subsidiaries.
CDG owns 100% of Zhejiang 9D Decoration Company Limited, a China
corporation (herein, "9D").
4.4 Tax Matters; Books & Records
(a) The books and records, financial and others, of CDG and 9D are
in all material respects complete and correct and have been maintained in
accordance with good business accounting practices; and
(b) Neither CDG nor 9D has asny liabilities with respect to the
payment of any country, federal, state, county, local or other taxes (including
any deficiencies, interest or penalties).
(c) Each of CDG and 9D shall remain responsible for all debts
incurred by it prior to the closing.
4.5 Information.
The information concerning CDG and 9D as set forth in this Agreement and
in the attached Schedules is complete and accurate in all material respects and
does not contain any untrue statement of a material fact or omit to state a
material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.
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4.6 Title and Related Matters.
Each of CDG and 9D has good and marketable title to and is the sole and
exclusive owner of all of its properties, inventory, interests in properties and
assets, real and personal (collectively, the "Assets") free and clear of all
liens, pledges, charges or encumbrances. Except as set forth in the Schedules
attached hereto, each of CDG and 9D owns free and clear of any liens, claims,
encumbrances, royalty interests or other restrictions or limitations of any
nature whatsoever, any and all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in connection with
its business. Except as set forth in the attached Schedules, no third party has
any right to, and neither CDG nor 9D has received any notice of infringement of
or conflict with asserted rights of others with respect to any product,
technology, data, trade secrets, know-how, proprietary techniques, trademarks,
service marks, trade names or copyrights which, singly or in the aggregate, if
the subject of an unfavorable decision, ruling or finding, would have a
materially adverse affect on the business, operations, financial conditions or
income of CDG or 9D or any material portion of their properties, assets or
rights.
4.7 Litigation and Proceedings
There are no actions, suits or proceedings pending or threatened by or
against or affecting CDG or 9D, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or before any
arbitrator of any kind that would have a material adverse effect on the
business, operations, financial condition, income or business prospects of CDG
or 9D. Neither CDG nor 9D has any knowledge of any default on its part with
respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator or governmental agency or instrumentality.
4.8 Contracts.
On the Closing Date:
(a) Except as set forth on Schedule, there are no material
contracts, agreements, franchises, license agreements, or other commitments to
which CDG or 9D is a party or by which it or any of its properties are bound;
(b) Neither CDG nor 9D is party to any contract, agreement,
commitment or instrument or subject to any charter or other corporate
restriction or any judgment, order, writ, injunction, decree or award which
materially and adversely affects, or in the future may (as far as CDG or 9D can
now foresee) materially and adversely affect, the business, operations,
properties, assets or conditions of CDG or 9D; and
(c) Neither CDG nor 9D is party to any material oral or written: (i)
contract for the employment of any officer or employee; (ii) profit sharing,
bonus, deferred compensation, stock option, severance pay, pension, benefit or
retirement plan, agreement or arrangement covered by Title IV of the Employee
Retirement Income Security Act, as amended; (iii) agreement, contract or
indenture relating to the borrowing of money; (iv) guaranty of any obligation
for the borrowing of money or otherwise, excluding endorsements made for
collection and other guaranties of obligations, which, in the aggregate exceeds
$1,000; (v) consulting or other contract with an unexpired term of more than one
year or providing for payments in excess of $10,000 in the aggregate; (vi)
collective bargaining agreement; or (vii) contract, agreement, or other
commitment involving payments by it for more than $10,000 in the aggregate.
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4.9 No Conflict With Other Instruments.
The execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to
which CDG or 9D is party or to which any of its properties or operations are
subject.
4.10 Material Contract Defaults.
To the best knowledge and belief of CDG and 9D, neither CDG nor 9D is in
default in any material respect under the terms of any outstanding contract,
agreement, lease or other commitment which is material to the business,
operations, properties, assets or condition of CDG or 9D, and there is no event
of default in any material respect under any such contract, agreement, lease or
other commitment in respect of which CDG or 9D has not taken adequate steps to
prevent such a default from occurring.
4.11 Governmental Authorizations.
To the best knowledge of CDG and 9D, each of CDG and 9D has all licenses,
franchises, permits and other governmental authorizations that are legally
required to enable it to conduct its business operations in all material
respects as conducted on the date hereof. Except for compliance with federal and
state securities or corporation laws, no authorization, approval, consent or
order of, or registration, declaration or filing with, any court or other
governmental body is required in connection with the execution and delivery by
CDG and the CDG Sharerholders of the transactions contemplated hereby.
4.12 Compliance With Laws and Regulations.
To the best knowledge and belief of CGD and 9D, CDG and 9D has complied
with all applicable statutes and regulations of any federal, state or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations, properties,
assets or condition of CDG or 9D or would not result in CDG's or 9D's incurring
any material liability.
4.13 Insurance.
All of the insurable properties of CDG and 9D are insured for CDG's
benefit under valid and enforceable policy or policies containing substantially
equivalent coverage and will be outstanding and in full force at the Closing
Date.
4.14 Approval of Agreement.
The directors of CDG have authorized the execution and delivery of the
Agreement and have approved the transactions contemplated hereby.
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4.15 Material Transactions or Affiliations.
As of the Closing Date, there will exist no material contract, agreement
or arrangement between CDG or 9D and any person who was at the time of such
contract, agreement or arrangement an officer, director or person owning of
record, or known by CDG or 9D to own beneficially, ten percent (10%) or more of
the issued and outstanding Common Shares of CDG and which is to be performed in
whole or in part after the date hereof. Neither CDG nor 9D has anycommitment,
whether written or oral, to lend any funds to, borrow any money from or enter
into any other material transactions with, any such affiliated person.
ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF MQOZ
MQOZ represents and warrants to CDG, as of the date hereof and as of the
Closing Date, as follows:
5.1 Organization.
MQOZ is a corporation duly organized, validly existing, and in good
standing under the laws of Nevada and has the corporate power and is duly
authorized, qualified, franchised and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, including qualification to do business as a foreign
corporation in the jurisdiction in which the character and location of the
assets owned by it or the nature of the business transacted by it requires
qualification. The execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not violate any provision of MQOZ's articles of
incorporation or bylaws. MQOZ has full power, authority and legal right and has
taken all action required by law, its articles of incorporation, its bylaws or
otherwise to authorize the execution and delivery of this Agreement.
5.2 Capitalization.
The authorized capitalization of MQOZ consists of 70,000,000 shares of
common stock, $0.001 par value per share. As of the date hereof, MQOZ has
approximately 33,879,996 shares of common stock issued and outstanding. All
issued and outstanding shares are legally issued, fully paid and nonassessable
and are not issued in violation of the preemptive or other rights of any person.
5.3 Subsidiaries.
MQOZ has no subsidiaries other than Sub.
5.4 Tax Matters: Books and Records.
(a) The books and records, financial and others, of MQOZ are in all
material respects complete and correct and have been maintained in accordance
with good business accounting practices; and
(b) MQOZ has no liabilities with respect to the payment of any
country, federal, state, county, or local taxes (including any deficiencies,
interest or penalties).
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(c) MQOZ shall remain responsible for all debts incurred by MQOZ
prior to the date of closing.
5.5 Litigation and Proceedings.
There are no actions, suits, proceedings or investigations pending or
threatened by or against or affecting MQOZ or its properties, at law or in
equity, before any court or other governmental agency or instrumentality,
domestic or foreign or before any arbitrator of any kind that would have a
material adverse affect on the business, operations, financial condition or
income of MQOZ. MQOZ is not in default with respect to any judgment, order,
writ, injunction, decree, award, rule or regulation of any court, arbitrator or
governmental agency or instrumentality or of any circumstances which, after
reasonable investigation, would result in the discovery of such a default.
5.6 Material Contract Defaults.
MQOZ is not in default in any material respect under the terms of any
outstanding contract, agreement, lease or other commitment which is material to
the business, operations, properties, assets or condition of MQOZ, and there is
no event of default in any material respect under any such contract, agreement,
lease or other commitment in respect of which MQOZ has not taken adequate steps
to prevent such a default from occurring.
5.7 Information.
The information concerning MQOZ as set forth in this Agreement and in the
attached Schedules is complete and accurate in all material respects and does
not contain any untrue statement of a material fact or omit to state a material
fact required to make the statements made in light of the circumstances under
which they were made, not misleading.
5.8 Title and Related Matters.
MQOZ has good and marketable title to and is the sole and exclusive owner
of all of its properties, inventory, interest in properties and assets, real and
personal (collectively, the "Assets") free and clear of all liens, pledges,
charges or encumbrances. MQOZ owns free and clear of any liens, claims,
encumbrances, royalty interests or other restrictions or limitations of any
nature whatsoever and all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in connection with
MQOZ's business. No third party has any right to, and MQOZ has not received any
notice of infringement of or conflict with asserted rights of other with respect
to any product, technology, data, trade secrets, know-how, proprietary
techniques, trademarks, service marks, trade names or copyrights which, singly
on in the aggregate, if the subject of an unfavorable decision ruling or
finding, would have a materially adverse affect on the business, operations,
financial conditions or income of MQOZ or any material portion of its
properties, assets or rights.
5.9 Contracts.
On the Closing Date:
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(a) There are no material contracts, agreements franchises, license
agreements, or other commitments to which MQOZ is a party or by which it or any
of its properties are bound;
(b) MQOZ is not a party to any contract, agreement, commitment or
instrument or subject to any charter or other corporate restriction or any
judgment, order, writ, injunction, decree or award materially and adversely
affects, or in the future may (as far as MQOZ can now foresee) materially and
adversely affect, the business, operations, properties, assets or conditions of
MQOZ; and
(c) MQOZ is not a party to any material oral or written: (i)
contract for the employment of any officer or employee; (ii) profit sharing,
bonus, deferred compensation, stock option, severance pay, pension benefit or
retirement plan, agreement or arrangement covered by Title IV of the Employee
Retirement Income Security Act, as amended; (iii) agreement, contract or
indenture relating to the borrowing of money; (iv) guaranty of any obligation
for the borrowing of money or otherwise, excluding endorsements made for
collection and other guaranties, of obligations, which, in the aggregate exceeds
$1,000; (v) consulting or other contract with an unexpired term of more than one
year or providing for payments in excess of $10,000 in the aggregate; (vi)
collective bargaining agreement; (vii) contract, agreement or other commitment
involving payments by it for more than $10,000 in the aggregate.
5.10 Compliance With Laws and Regulations.
To the best of MQOZ's knowledge and belief, MQOZ has complied with all
applicable statutes and regulations of any federal, state or other governmental
entity or agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business, operations, properties, assets or
condition of MQOZ or would not result in MQOZ incurring material liability.
5.11 Insurance.
MQOZ maintains no insurance policies.
5.12 Approval of Agreement.
The directors of MQOZ have authorized the execution and delivery of the
Agreement by and have approved the transactions contemplated hereby.
5.13 Material Transactions or Affiliations.
There are no material contracts or agreements of arrangement between MQOZ
and any person, who was at the time of such contract, agreement or arrangement
an officer, director or person owning of record, or known to beneficially own
ten percent (10%) or more of the MQOZ Common Stock and which is to be performed
in whole or in part after the date hereof. Except as disclosed in the attached
Schedule, MQOZ has no commitment, whether written or oral, to lend any funds to,
borrow any money from or enter into material transactions with any such
affiliated person.
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5.14 No Conflict With Other Instruments.
The execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to
which MQOZ is a party or to which any of its properties or operations are
subject.
5.15 Governmental Authorizations.
MQOZ has all licenses, franchises, permits or other governmental
authorizations legally required to enable it to conduct its business in all
material respects as conducted on the date hereof. Except for compliance with
federal and state securities and corporation laws, as hereinafter provided, no
authorization, approval, consent or order of, or registration, declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by MQOZ of this Agreement and the consummation of the
transactions contemplated hereby.
ARTICLE 6. SPECIAL COVENANTS
6.1 Access to Properties and Records.
Prior to closing, MQOZ and CDG will each afford to the officers and
authorized representatives of the other full access to the properties, books and
records of each other, in order that each may have full opportunity to make such
reasonable investigation as it shall desire to make of the affairs of the other
and each will furnish the other with such additional financial and operating
data and other information as to the business and properties of each other, as
the other shall from time to time reasonably request.
6.2 Availability of Rule 144.
Shareholders of MQOZ and CDG Shareholders holding "restricted securities,
" as that term is defined in Rule 144 promulgated pursuant to the Securities Act
recognize that such shares will remain as "restricted securities". MQOZ is under
no obligation to register such shares under the Securities Act, or otherwise.
6.3 The Stock Merger Consideration.
The consummation of this Agreement, including the issuance of the MQOZ
Common Stock to the CDG Shareholders as contemplated hereby, constitutes the
offer and sale of securities under the Securities Act, and applicable state
statutes. Such transaction shall be consummated in reliance on exemptions from
the registration and prospectus delivery requirements of such statutes that
depend, inter alia, upon the circumstances under which the CDG Shareholders
acquire such securities.
6.4 Third Party Consents.
MQOZ and CDG agree to cooperate with each other in order to obtain any
required third party consents to this Agreement and the transactions herein
contemplated.
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6.5 Actions Prior to Closing.
(a) From and after the date of this Agreement until the Closing
Date, except as permitted or contemplated by this Agreement, MQOZ and CDG will
each use its best efforts to:
(i) maintain and keep its properties in states of good repair
and condition as at present, except for depreciation due to ordinary
wear and tear and damage due to casualty; and
(ii) perform in all material respects all of its obligations
under material contracts, leases and instruments relating to or
affecting its assets, properties and business.
(b) From and after the date of this Agreement until the Closing
Date, MQOZ will not, without the prior consent of CDG:
(i) except as otherwise specifically set forth herein, make
any change in its articles of incorporation or bylaws;
(ii) declare or pay any dividend on its outstanding Common
Shares, except as may otherwise be required by law, or effect any
stock split or otherwise change its capitalization, except as
provided herein;
(iii) enter into or amend any employment, severance or
agreements or arrangements with any directors or officers;
(iv) grant, confer or award any options, warrants, conversion
rights or other rights not existing on the date hereof to acquire
any Common Shares; or
(v) purchase or redeem any MQOZ Common Stock.
(c) From and after the date of this Agreement until the Closing
Date, CDG will not, without the prior consent of MQOZ:
(i) except as otherwise specifically set forth herein, make
any change in its articles of incorporation or bylaws;
(ii) declare or pay any dividend on its outstanding Common
Shares, except as may otherwise be required by law, or effect any
stock split or otherwise change its capitalization, except as
provided herein;
(iii) enter into or amend any employment, severance or
agreements or arrangements with any directors or officers;
(iv) grant, confer or award any options, warrants, conversion
rights or other rights not existing on the date hereof to acquire
any Common Shares; or
(v) purchase or redeem any CDG Common Stock.
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6.6 Indemnification.
(a) MQOZ hereby agrees to indemnify CDG, each of the officers,
agents and directors and current shareholders of CDG as of the Closing Date
against any loss, liability, claim, damage or expense (including, but not
limited to, any and all expense whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened or any
claim whatsoever), to which it or they may become subject to or rising out of or
based on any material inaccuracy appearing in or misrepresentation made in this
Agreement by MQOZ. The indemnification provided for in this paragraph shall
survive the Closing and consummation of the transactions contemplated hereby and
termination of this Agreement for a period of two years; and
(b) CDG and each CDG Shareholder, jointly and severally, agrees to
indemnify MQOZ, each of the officers, agents, directors and current shareholders
of MQOZ as of the Closing Date against any loss, liability, claim, damage or
expense (including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened or any claim whatsoever), to which it or
they may become subject arising out of or based on any inaccuracy appearing in
or misrepresentation made in this Agreement by CDG or a CDG Shareholder. The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement.
6.7 CDG Shareholder Representations. Each of the CDG Shareholders
represents and warrants as follows:
(a) as of the date of this Agreement each of the CDG Shareholders
was, and at the Closing Date it is, an "accredited investor" as defined in Rule
501(a) under the Securities Act. Such CDG Shareholder has not been formed solely
for the purpose of acquiring the MQOZ Common Stock. Each CDG Shareholder is not
a registered broker-dealer under Section 15 of the Exchange Act.
(b) each of the CDG Shareholders are knowledgeable and experienced
in finance and business matters and thus they are able to evaluate the risks and
merits of acquiring the shares of Common Stock of MQOZ;
(c) each of the CDG Shareholders are able to bear the economic risk
of purchasing the MQOZ common stock;
(d) MQOZ has provided the CDG Shareholders with access to the type
of information normally provided in a prospectus;
(e) MQOZ did not use any form of public solicitation or general
advertising in connection with the issuance of the shares;
(f) as to the following CDG Shareholders (Guo-Hong Zhou, Guo-Tuan
Zhou, Li-Ling Yu, Qiao-Fang Zhou, Yun Zhou, Shenzhen Huayin Guaranty &
Investment Company Limited, Arjuno Investments Limited, Billion Hero Investments
Limited, Even Bright Investments Limited, Innovation Gaining Investments
Limited, Volento Investments Limited, Quick Agent Investments Limited, and
Nation City Investments Limited, collectively the "Offshore CDG Shareholders")
the offer of such securities was not made to a person in the United States and
either (A) at the time the buy order was originated, each of the Offshore CDG
Shareholders was outside the United States (in China), or MQOZ and any person
acting on its behalf reasonably believed that each Offshore CDG Shareholders was
outside the United States, or (B) the transaction was not executed on or through
the facilities of the Over the Counter Bulletin Board and neither MQOZ nor any
person acting on its behalf knows that the transaction has been prearranged with
a person in the United States;
13
(g) the transactions contemplated hereby are bona fide and not for
the purpose of "washing off' the resale restrictions imposed because the
securities are "restricted securities" (as that term is defined in Rule
144(a)(3) under the 1933 Act);
(h) each of the CDG Shareholders understands and acknowledges that
none of the MQOZ Common Stock has been registered under the Securities Act. Each
CDG Shareholder is acquiring the MQOZ Common Stock as principal for its own
account and not with a view to or for distributing or reselling such securities
or any part thereof, without prejudice, however, to such CDG Shareholder's
right, subject to the provisions of this Agreement, at all times to sell or
otherwise dispose of all or any part of such securities pursuant to an effective
registration statement under the Securities Act or under an exemption from such
registration and in compliance with applicable federal and state securities
laws. Nothing contained herein shall be deemed a representation or warranty by
such CDG Shareholder to hold the securities for any period of time. Such CDG
Shareholder is acquiring the MQOZ Common Stock hereunder in the ordinary course
of its business. Such CDG Shareholders does not have any agreement or
understanding, directly or indirectly, with any Person to distribute any of the
MQOZ Common Stock.
(i) Each CDG Shareholder has good, valid and marketable title to the
CDG Shares set forth opposite his or its name on Schedulke A, free and clear of
any covenant, condition, restriction, voting arrangement, charge, security
interest, option or adverse claim, other than restrictions on transfer under
federal and applicable state securities laws. Upon delivery of certificates
representing the CDG Shares and payment of the Merger Consiideration pursuant
hereto, MQOZ will acquire good and marketable title to the SCDG hares, free and
clear of any security interest, restrictions or claims
(j) Each CDG Shareholder possesses the legal right and capacity to
execute, deliver and perform this Agreement, without obtaining any approval,
authorization, consent or waiver or giving any notice. The CDG Shareholders have
taken all shareholder action required by applicable law, the CDG's Articles of
Incorporation, By-laws or otherwise, required to be taken to authorize the exec
ution and delivery of this Agreement and the consummation of the transactions
contemplated hereby. This Agreement and all other documents to which a CDG
Shareholder is a party have been, or will be, duly executed and delivered by the
CDG Shareholders and constitute the legal, valid and binding obligations of the
CDG Shareholder which is a party thereto, enforceable against such Shareholder
in accordance with their respective terms, except to the extent such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, receivership, fraudulent conveyance or similar laws affecting or
relating to the enforcement of creditors' rights generally, and by equitable
principles (regardless of whether enforcement is sought in a proceeding in
equity or at law).
(k) No notice to, consent, authorization or approval of, or
exemption by, any governmental or public body or authority is required in
connection with the execution, delivery and performance by the CDG Shareholders
of this Agreement or any other documents to be delivered in connection herewith
("Transaction Documents") to which a CDG Shareholder is a party, or the taking
of any action herein contemplated; and no notice to, consent, authorization or
approval of, any Person under any agreement, arrangement or commitment of any
nature to which a CDG Shareholder is party to, or by which the CDG Common Shares
or the assets of CDG or 9D are bound by or subject to, or from which the CDG or
9D receives or is entitled to receive a benefit, is required in connection with
the execution, delivery and performance by the CDG Shareholders of this
Agreement or any other Transaction Documents to which a CDG Shareholder is a
party, or the taking of any action herein contemplated.
14
CONDITIONS PRECEDENT TO THE OBLIGATIONS
OF MQOZ AND SUB
The obligations of MQOZ and Sub under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:
6.7 Accuracy of Representations.
6.8 The representations and warranties made by CDG and the CDG
Shareholders in this Agreement were true when made and shall be true at the
Closing Date with the same force and effect as if such representations and
warranties were made at the Closing Date (except for changes therein permitted
by this Agreement), and CDG and the CDG Shareholders shall have performed or
complied with all covenants and conditions required by this Agreement to be
performed or complied with by them prior to or at the Closing. Director
Approval.
The Board of Directors of MQOZ shall have approved this Agreement and the
transactions contemplated herein.
6.9 Officer's Certificate.
MQOZ shall have been furnished with a certificate dated the Closing Date
and signed by a duly authorized officer of CDG to the effect that: (a) the
representations and warranties of CDG and the CDG Shareholders set forth in the
Agreement and in all exhibits, schedules and other documents furnished in
connection herewith are in all material respects true and correct as if made on
the Effective Date; (b) CDG and the CDG Shareholders have performed all
covenants, satisfied all conditions, and complied with all other terms and
provisions of this Agreement to be performed, satisfied or complied with by them
as of the Effective Date; (c) since such date and other than as previously
disclosed to MQOZ, neither CDG nor 9D has entered into any material transaction
other than transactions which are usual and in the ordinary course if its
business; and (d) no litigation, proceeding, investigation or inquiry is pending
or, to the best knowledge of CDG or 9D, threatened, which might result in an
action to enjoin or prevent the consummation of the transactions contemplated by
this Agreement or, to the extent not disclosed in the CDG Schedules, by or
against CDG or 9D which might result in any material adverse change in any of
the assets, properties, business or operations of CDG or 9D.
6.10 No Material Adverse Change.
Prior to the Closing Date, there shall not have occurred any material
adverse change in the financial condition, business or operations of nor shall
any event have occurred which, with the lapse of time or the giving of notice,
may cause or create any material adverse change in the financial condition,
business or operations of CDG or 9D.
15
6.11 Other Items.
MQOZ shall have received such further documents, certificates or
instruments relating to the transactions contemplated hereby as MQOZ may
reasonably request.
ARTICLE 7. CONDITIONS PRECEDENT TO THE OBLIGATIONS
OF CDG AND THE CDG SHAREHOLDERS
The obligations of CDG and the CDG Shareholders under this Agreement are
subject to the satisfaction, at or before the Closing date (unless otherwise
indicated herein), of the following conditions:
7.1 Accuracy of Representations.
The representations and warranties made by MQOZ in this Agreement were
true when made and shall be true as of the Closing Date (except for changes
therein permitted by this Agreement) with the same force and effect as if such
representations and warranties were made at and as of the Closing Date, and MQOZ
shall have performed and complied with all covenants and conditions required by
this Agreement to be performed or complied with by MQOZ prior to or at the
Closing. CDG shall have been furnished with a certificate, signed by a duly
authorized executive officer of MQOZ and dated the Closing Date, to the
foregoing effect.
7.2 No Material Adverse Change.
Prior to the Closing Date, there shall not have occurred any material
adverse change in the financial condition, business or operations of nor shall
any event have occurred which, with the lapse of time or the giving of notice,
may cause or create any material adverse change in the financial condition,
business or operations of MQOZ
ARTICLE 8. TERMINATION
8.1 Termination Rights.
(a) This Agreement may be terminated by the board of directors of
either MQOZ or CDG, respectively, at any time prior to the Closing Date if:
(i) there shall be any action or proceeding before any court
or any governmental body which shall seek to restrain, prohibit or
invalidate the transactions contemplated by this Agreement and
which, in the judgment of such board of directors, made in good
faith and based on the advice of its legal counsel, makes it
inadvisable to proceed with the exchange contemplated by this
Agreement; or
(ii) any of the transactions contemplated hereby are
disapproved by any regulatory authority whose approval is required
to consummate such transactions.
In the event of termination pursuant to this paragraph (a), no obligation,
right, or liability shall arise hereunder and each party shall bear all of the
expenses incurred by it in connection with the negotiation, drafting and
execution of this Agreement and the transactions herein contemplated.
16
(b) This Agreement may be terminated at any time prior to the
Closing Date by action of the board of directors of MQOZ if CDG or any CDG
Shareholder shall fail to comply in any material respect with any of its
covenants or agreements contained in this Agreement or if any of the
representations or warranties of CDG or the CDG Shareholders contained herein
shall be inaccurate in any material respect, which noncompliance or inaccuracy
is not cured after 20 days written notice thereof is given to CDG. If this
Agreement is terminated pursuant to this paragraph (b), this Agreement shall be
of no further force or effect and no obligation, right or liability shall arise
hereunder.
(c) This Agreement may be terminated at any time prior to the
Closing Date by action of the board of directors of CDG if MQOZ shall fail to
comply in any material respect with any of its covenants or agreements contained
in this Agreement or if any of the representations or warranties of MQOZ
contained herein shall be inaccurate in any material respect, which
noncompliance or inaccuracy is not cured after 20 days written notice thereof is
given to MQOZ If this Agreement is terminated pursuant to this paragraph (d),
this Agreement shall be of no further force or effect and no obligation, right
or liability shall arise hereunder.
(d) In the event of termination pursuant to paragraph (b) and (c)
hereof, the breaching party shall bear all of the expenses incurred by the other
party in connection with the negotiation, drafting and execution of this
Agreement and the transactions herein contemplated.
ARTICLE 9. MISCELLANEOUS
9.1 Brokers and Finders.
Each party hereto hereby represents and warrants that it is under no
obligation, express or implied, to pay certain finders in connection with the
bringing of the parties together in the negotiation, execution, or consummation
of this Agreement. The parties each agree to indemnify the other against any
claim by any third person for any commission, brokerage or finder's fee or other
payment with respect to this Agreement or the transactions contemplated hereby
based on any alleged agreement or understanding between the indemnifying party
and such third person, whether express or implied from the actions of the
indemnifying party.
9.2 Law, Forum and Jurisdiction.
This Agreement shall be construed and interpreted in accordance with the
laws of the State of New York, United States of America, except for applicable
provisions of the Nevada General Corporation Law, which shall control to the
extent applicable.
9.3 Notices.
Any notices or other communications required or permitted hereunder shall
be sufficiently given if personally delivered to it or sent by registered mail
or certified mail, postage prepaid, or by prepaid telegram addressed as follows:
If to MQOZ: P.O. Box 031-088, Shennan Zhong Road, Shenzhen City, P.R.
China 518031.
17
If to CDG: P.O. Box 3321, Drake Chambers, Road Town, Tortola, British
Virgin Islands.
or such other addresses as shall be furnished in writing by any party in
the manner for giving notices hereunder, and any such notice or communication
shall be deemed to have been given as of the date so delivered, mailed or
telegraphed.
9.4 Attorneys' Fees.
In the event that any party institutes any action or suit to enforce this
Agreement or to secure relief from any default hereunder or breach hereof, the
breaching party or parties shall reimburse the non-breaching party or parties
for all costs, including reasonable attorneys' fees, incurred in connection
therewith and in enforcing or collecting any judgment rendered therein.
9.5 Confidentiality.
Each party hereto agrees with the other party that, unless and until the
transactions contemplated by this Agreement have been consummated, they and
their representatives will hold in strict confidence all data and information
obtained with respect to another party or any subsidiary thereof from any
representative, officer, director or employee, or from any books or records or
from personal inspection, of such other party, and shall not use such data or
information or disclose the same to others, except: (i) to the extent such data
is a matter of public knowledge or is required by law to be published; and (ii)
to the extent that such data or information must be used or disclosed in order
to consummate the transactions contemplated by this Agreement.
9.6 Schedules; Knowledge.
Each party is presumed to have full knowledge of all information set forth
in the other party's schedules delivered pursuant to this Agreement.
9.7 Third Party Beneficiaries.
This contract is solely among the parties hereto and except as
specifically provided, no director, officer, stockholder, employee, agent,
independent contractor or any other person or entity shall be deemed to be a
third party beneficiary of this Agreement.
9.8 Entire Agreement.
This Agreement represents the entire agreement between the parties
relating to the subject matter hereof. This Agreement alone fully and completely
expresses the agreement of the parties relating to the subject matter hereof.
There are no other courses of dealing, understanding, agreements,
representations or warranties, written or oral, except as set forth herein. This
Agreement may not be amended or modified, except by a written agreement signed
by all parties hereto.
9.9 Survival; Termination.
The representations, warranties and covenants of the respective parties
shall survive the Closing Date and the consummation of the transactions herein
contemplated for 18 months.
18
9.10 Counterparts.
This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall be but a
single instrument.
9.11 Amendment or Waiver.
Every right and remedy provided herein shall be cumulative with every
other right and remedy, whether conferred herein, at law, or in equity, and may
be enforced concurrently herewith, and no waiver by any party of the performance
of any obligation by the other shall be construed as a waiver of the same or any
other default then, theretofore, or thereafter occurring or existing. At any
time prior to the Closing Date, this Agreement may be amended by a by all
parties hereto, with respect to any of the terms contained herein, and any term
or condition of this Agreement may be waived or the time for performance hereof
may be extended by the party or parties for whose benefit the provision is
intended.
9.12 Expenses.
Each party herein shall bear all of their respective cost s and expenses
incurred in connection with the negotiation of this Agreement and in the
consummation of the transactions provided for herein and the preparation
thereof.
9.13 Headings; Context.
The headings of the sections and paragraphs contained in this Agreement
are for convenience of reference only and do not form a part hereof and in no
way modify, interpret or construe the meaning of this Agreement.
9.14 Benefit.
This Agreement shall be binding upon and shall inure only to the benefit
of the parties hereto, and their permitted assigns hereunder. This Agreement
shall not be assigned by any party without the prior written consent of the
other party.
9.15 Public Announcements.
Except as may be required by law, neither party shall make any public
announcement or filing with respect to the transactions provided for herein
without the prior consent of the other party hereto.
9.16 Severability.
In the event that any particular provision or provisions of this Agreement
or the other agreements contained herein shall for any reason hereafter be
determined to be unenforceable, or in violation of any law, governmental order
or regulation, such unenforceability or violation shall not affect the remaining
provisions of such agreements, which shall continue in full force and effect and
be binding upon the respective parties hereto.
19
9.17 Failure of Conditions; Termination.
In the event of any of the conditions specified in this Agreement shall
not be fulfilled on or before the Closing Date, either of the parties have the
right either to proceed or, upon prompt written notice to the other, to
terminate and rescind this Agreement. In such event, the party that has failed
to fulfill the conditions specified in this Agreement will liable for the other
parties legal fees. The election to proceed shall not affect the right of such
electing party reasonably to require the other party to continue to use its
efforts to fulfill the unmet conditions.
9.18 No Strict Construction.
The language of this Agreement shall be construed as a whole, according to
its fair meaning and intendment, and not strictly for or against either party
hereto, regardless of who drafted or was principally responsible for drafting
the Agreement or terms or conditions hereof.
9.19 Execution Knowing and Voluntary.
In executing this Agreement, the parties severally acknowledge and
represent that each: (a) has fully and carefully read and considered this
Agreement; (b) has been or has had the opportunity to be fully apprized by its
attorneys of the legal effect and meaning of this document and all terms and
conditions hereof; (c) is executing this Agreement voluntarily, free from any
influence, coercion or duress of any kind.
[Signature page follows]
20
In Witness Whereof, MQOZ, Sub and CDG, each pursuant to the approval and
authority duly given, as well as the CDG Shareholders, have caused this
Agreement and Plan of Merger to be executed as of the date first above written.
MQOZ
By:
/s/ Hui Ping Cheng
-----------------------------------------
Hui Ping Cheng
Its Chairman of the Board and Chief
Executive Officer
MQOZ Merger Sub, Inc.
By: /s/ Hui Ping Cheng
-----------------------------------------
Hui Ping Cheng
Its Chairman of the Board and Chief
Executive Officer
China 9D Decoration Group Limited
By: /s/ Huang Qi
-----------------------------------------
President/ Director
CDG Shareholders
/s/ Guo-Hong Zhou
------------------
Guo-Hong Zhou
/s/ Guo-Tuan Zhou
------------------
Guo-Tuan Zhou
/s/ Li-Ling Yu
------------------
Li-Ling Yu
/s/ Qiao-Fang Zhou
------------------
Qiao-Fang Zhou
/s/ Yun Zhou
------------------
Yun Zhou
21
Innovation Gaining Investments Limited Shenzhen Huayin Guaranty & Investment
Company Limited
By: /s/ Hao Shujun By: /s/ Xu Zhiyong
------------------------------------- -------------------------------------
Name: Hao Shujun Name: Xu Zhiyong
Title: Sole Director Title: Sole Director
Nation City Investments Limited Arjuno Investments Limited
By: /s/ Jiang Qun By: /s/ Huang Qi
------------------------------------- -------------------------------------
Name: Jiang Qun Name: Huang Qi
Title: Sole Director Title: Sole Director
Quick Agent Investments Limited Billion Hero Investments Limited
By: /s/ Li Hongli By: /s/ Li Lidong
------------------------------------- -------------------------------------
Name: Li Hongli Name: Li Lidong
Title: Sole Director Title: Sole Director
Volento Investments Limited Even Bright Investment Limited
By: /s/ Yu Junhai By: /s/ Hu Jinmin
------------------------------------- -------------------------------------
Name: Yu Junhai Name: Hu Jinmin
Title: Sole Director Title: Sole Director
22
SCHEDULE A
CDG SHAREHOLDERS
CDG Common Stock
Name of CDG Shareholder Ownership % Shares of CDG Shares of MQOZ Common Stock /cash payable
- --------------------------------------------------------------------------------------------------------------------------------
Guo-Hong Zhou 14.66% 7,329 5,247,810/ USD 2,272,300
Guo-Tuan Zhou 14.66% 7,329 5,247,810/ USD 2,272,300
Li-Ling Yu 7.33% 3,665 2,623,905/ USD 1,136,150
Qiao-Fang Zhou 8.50% 4,251 3,042,727/ USD 1,317,500
Yun Zhou 1.17% 586 418,822/ USD 181,350
- --------------------------------------------------------------------------------------------------------------------------------
Quick Agent Investments Limited 6.77% 3,384 2,423,443/ USD 1,049,350
Volento Investments Limited 6.77% 3,384 2,423,443/ USD 1,049,350
- --------------------------------------------------------------------------------------------------------------------------------
Shenzhen Huayin Guaranty & 6.30% 3,150 2,251,621/ USD 974,950
Investment Company Limited
- --------------------------------------------------------------------------------------------------------------------------------
Arjuno Investments Limited 6.77% 3,384 2,423,443/ USD 1,049,350
- --------------------------------------------------------------------------------------------------------------------------------
Billion Hero Investments 6.77% 3,384 2,423,443/ USD 1,049,350
Limited
- --------------------------------------------------------------------------------------------------------------------------------
Even Bright Investments Limited 6.77% 3,386 2,423,443/ USD 1,049,350
- --------------------------------------------------------------------------------------------------------------------------------
Innovation Gaining Investments 6.77% 3,384 2,423,443/ USD 1,049,350
Limited
- --------------------------------------------------------------------------------------------------------------------------------
Nation City Investments Limited 6.77% 3,384 2,423,443/ USD 1,049,350
- --------------------------------------------------------------------------------------------------------------------------------
Total 100% 50,000 35,796,796/ USD 15,500,000
- --------------------------------------------------------------------------------------------------------------------------------
23
EXHIBIT
MY QUOTE ZONE, INC.
PROMISSORY NOTE
PN No. $
FOR VALUE RECEIVED, the undersigned, MY QUOTE ZONE, INC., a Nevada
corporation (the "Maker"), hereby promises to pay to the order of _________ (the
"Payee"), the principal amount of $_______, all in accordance with the
provisions of this promissory note.
1. Payment of Principal. The full amount of the principal of this
promissory note shall be due and payable on ______________ (the "Maturity
Date").
2. No Interest. Under no circumstances shall interest accrue or be charged
on the unpaid principal balance of this promissory note.
3. Method of Payment. Payments hereunder shall be in lawful money of the
United States and shall be made to Payee at the following address or at such
other place as Payee may designate to Maker in writing: c/o
________________________________________________.
4. Prepayment. This promissory note may be prepaid in whole or in part at
any time without penalty or premium by payment of all or any part of the
outstanding principal amount.
5. Unconditional Payment Obligation. No provision of this promissory note
shall alter or impair the obligation of the Maker, which is absolute and
unconditional, to pay the principal of this promissory note at the time and
place and in the currency herein prescribed.
6. Events of Default. If any of the following events ("Events of Default")
shall occur, Payee may, by notice to Maker, declare this promissory note and all
amounts payable hereunder to be due and payable, whereupon the same shall become
immediately due and payable:
(a) Maker shall become insolvent or admit in writing its inability to pay
its debts as they become due, or shall make a general assignment for the benefit
of creditors;
(b) Any proceedings shall be instituted by or against Maker seeking either
(i) an order for relief with respect to, or reorganization, arrangement,
adjustment or composition of, its debts under the United States Bankruptcy Code
or under any other law relating to bankruptcy, insolvency, reorganization, or
relief of debtors, or (ii) appointment of a trustee, receiver or similar
official for Maker or for any substantial part of its property;
(c) Maker's failure to conduct business in the ordinary course,
dissolution or termination of existence; or
(d) Maker's failure after the Maturity Date to repay the amounts due
hereunder within ten (10) days of receiving written notice from Payee that such
amounts are due and payable.
7. Waiver of Notice. Maker hereby waives presentment, demand, notice,
protest and all other demands and notices in connection with the delivery,
acceptance, performance and enforcement of this promissory note, and assents to
extension of the time of payment or forbearance or other indulgence without
notice.
8. Governing Law. This promissory note shall be construed in accordance
with the laws of the State of New York, without regard to its conflicts of laws
rules.
9. Notices. All notices, requests, demands and other communications with
respect to this promissory note shall be given in person or forwarded by first
class United States mail, postage prepaid, registered or certified mail, with
return receipt requested, addressed to the party's address. Any notice, request,
demand or communication shall be deemed validly given and received upon delivery
if given in person, and on the 5th business day after deposit in the United
States mail if given by mail as provided for in the preceding sentence.
IN WITNESS WHEREOF, the Maker has executed and delivered this Note
effective as of ______________.
MY QUOTE ZONE, INC.
----------------------------------------
Chairman of the Board and
Chief Executive Officer