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EXHIBIT 2
ACQUISITION AGREEMENT
AGREEMENT, made effective this 30th day of June 2005, by and among Easy.com, Inc., a Nevada corporation, ("ESY"), Royal Spring Water Company Inc., a Nevada corporation ("RSP"), the persons executing this agreement (referred to collectively as "Shareholders" and individually as "Shareholder") who own all of the outstanding shares of RSP.
RECITALS
WHEREAS, ESY a private, fully reporting company desires to acquire, 100% of the total outstanding capital stock of RSP; and
WHEREAS, RSP and its Shareholders agree to enter into a business combination transaction which shall result in the former Shareholders of RSP controlling a stake in ESY; and
NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, the parties hereto intending to be legally bound hereby, agree as follows:
ARTICLE 1
EXCHANGE OF SECURITIES
1.1 Issuance of Shares. Subject to all of the terms and conditions of this Agreement, ESY and RSP agree that no issuance of shares will take place and the RSP shareholders (Exhibit A) will surrender their shares to ESY. ESY will then be the only single shareholder of RSP Common Stock owning 100% of the outstanding common shares of RSP (the "RSP Common Stock").
ARTICLE 2,
REPRESENTATIONS AND WARRANTIES
OF RSP
RSP hereby represents and warrants to ESY that:
2.1 Organization. RSP is a corporation duly organized, validly existing, and in good standing under the laws of Nevada, has all necessary corporate powers to carry on its business as now owned and operated, and is duly qualified to do business and is in good standing in all jurisdictions where its business requires qualification.
2.2 Capital. RSP's authorized capital presently consists of 75,000 shares of capital stock, par value $1.00, of which, as of the date hereof, 75,000 shares are issued and outstanding and no shares, warrants or options have been reserved for issuance based upon certain specified contingencies. All issued and outstanding shares have been duly authorized, validly issued and are fully paid and non-assessable, and subject to no preemptive rights of any shareholder.
2.3 Business Plan. The Business Plan of RSP delivered to ESY accurately describes the business and operations of RSP. RSP has all right title and interest in future patents, formulas, trademarks, know-how, and other intellectual property discussed in such Business Plan or required to undertake the business and operations and manufacture and sell the products described in such Business Plan and is not required to pay any royalties for the use of such intellectual property to any person or entity.
2.4 Directors and Officers. Exhibit B to this Agreement, the text of which is hereby incorporated by reference, contains the names and titles of all of the directors and officers of RSP as of the date of this Agreement.
2.5 Compliance with Laws. RSP has substantially complied with, and is not in violation of, all applicable federal, provincial or local statutes, laws and regulations, including, without limitation, any applicable building, zoning, environmental, employment or other law, ordinance or regulation affecting its properties, products or the operation of its business except where such non-compliance would not have a materially adverse effect on the business or financial condition of RSP. RSP has all licenses and permits required to conduct its business as now being conducted and as contemplated in its Business Plan heretofore delivered to ESY except where such non-compliance would not have a materially adverse effect on the business or financial condition of RSP.
2.6 Financial Statements. RSP will deliver to ESY, a copy of the balance sheet and income statement for RSP as at June 30, 2005. These financial statements have been prepared from the books and records of RSP, and present fairly the financial position of RSP as of June 30, 2005, and have been prepared in accordance with generally accepted accounting principles consistently applied with those used in preparing financial statements of RSP during prior fiscal periods.
2.7 Absence of Changes. Since the date of the most recent financial statements there has not been any change in the financial condition or operations of RSP, except for changes in the ordinary course of business, which changes have not in the aggregate been materially adverse.
2.8 Absence of Undisclosed Liabilities. As of the date of its most recent balance sheet, RSP did not have any material debt, liability, or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected in such balance sheet or incurred in the ordinary course of business following the date of the last balance sheet included.
2.9 Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained herein, ESY and/or its attorneys shall have the opportunity to meet with accountants and attorneys to discuss the financial condition of RSP. RSP shall make available to ESY and/or its attorneys all books and records of RSP. If the transaction contemplated hereby is not completed, all documents received by ESY and/or its attorneys shall be returned to RSP and all information so received shall be treated as confidential.
2.10 Litigation. RSP is not a party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation pending or, to the best knowledge of RSP, threatened against or affecting RSP or its business, assets or financial condition, except for matters which would not have a material affect on RSP or its properties. RSP is not in default with respect to any order, writ, injunction or decree of any federal, provincial, local or foreign court, department, agency or instrumentality applicable to it. RSP is not engaged in any lawsuits to recover any material amount of monies due to it.
2.11 Ownership of Shares. The delivery of RSP Common Stock as contemplated herein will result in ESY's immediate acquisition of record and beneficial ownership of 100% of RSP's capital stock, free and clear of all liens and encumbrances subject to applicable Provincial and Federal securities laws. Such shares were duly and validly issued, fully paid and non-assessable.
2.13 Ability to Carry Out Obligations. The execution and delivery of this Agreement by the Shareholders and RSP and the performance by the Shareholders of the obligations hereunder in the time and manner contemplated will not cause, constitute or conflict with or result in (a) any material breach or violation of any of the provisions of or constitute a material default under any license, indenture, mortgage, charter, instrument, articles of incorporation, by-laws, or other agreement or instrument to which RSP is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would permit any party to any material agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of RSP, or (c) an event that would result in the creation or imposition of any material lien, charge, or encumbrance on any asset of RSP.
2.14 Assets. RSP has good and marketable title to all of the properties and assets reflected on its latest balance sheet (except for property and assets disposed of in the ordinary course of business after the date thereof), free and clear of all liens and encumbrances, except as noted therein, and except for liens of taxes not delinquent.
2.15 Indemnification. Shareholders (severally in proportion to their shares in RSP as set forth in Exhibit A) and RSP agree to defend and hold ESY harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, and reasonable attorney fees, that it shall incur or suffer, which arise out of, result from or relate to any breach of, or failure by Shareholders to perform any of their respective representations, warranties, covenants and agreements in this agreement or in any exhibit or other instrument furnished or to be furnished by Shareholders under this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF EASY.COM, INC.
ESY represents and warrants to RSP and the Shareholders that:
3.1 Organization. ESY is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada has all necessary corporate powers to own its properties and to carry on its business as now owned and operated, and duly qualified to do business in each of such provinces and other jurisdictions where its business requires such qualification. ESY may change its domicile to prior to closing.
3.2 Capital. At the Closing the authorized capital stock of ESY will consist of 50,000,000 shares of Common Stock with a par value of $.001 of which approximately 30,072,000 shares of Common Stock will be issued and outstanding. All of the issued and outstanding shares will be duly and validly issued, fully paid and non-assessable. There are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating ESY to issue or to transfer from treasury any additional shares of its capital stock of any class or repurchase any such shares.
3.3 Business. On or before the closing ESY shall have no operations.
3.4 Financial Statements. ESY will deliver to RSP to a copy of the statement of account of ESY as known to the current officers and directors of ESY at its current year end. To the best of our knowledge and information, ESY has had no operations for more than three years. These financial statements have been prepared from the books and records of ESY for the fiscal year then ended, and have been prepared in accordance with generally accepted accounting principles consistently applied with those used in preparing financial statements of ESY during prior fiscal periods.
3.5 Absence of Changes. Since the date of the Balance Sheet there has not been any change in the financial condition or operations of ESY.
3.6 Absence of Undisclosed Liabilities. As of the date of its most recent balance sheet, ESY did not have any material debt, liability, or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected in such balance sheet or incurred in the ordinary course of business following the date of the last balance sheet included.
3.7 Tax Returns. Within the times and the manner prescribed by law, ESY has filed all federal, provincial and local tax returns, as required by law, and has paid all taxes, assessments and penalties due and payable. There are no present disputes as to taxes of any nature payable by ESY. Adequate provision has been made on the Balance Sheet for all taxes if any of ESY as of the date thereof.
3.8 Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained herein, Shareholders shall have the opportunity to meet with ESY's accountants to discuss the financial condition of ESY. ESY shall make available to Shareholders all books and records of ESY in its possession and control.
3.9 Compliance with Laws. ESY has complied with all, and is not in violation of any, applicable federal, provincial or local statutes, laws and regulations (including, without limitation, any applicable building, zoning, environmental or other law, ordinance, or regulation) affecting its properties or the operation of its business, except where non-compliance would not have a materially adverse effect on the business or operations of ESY.
3.10 Litigation. ESY is not a party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation pending or, to the best knowledge of ESY, threatened against or affecting ESY or its business, assets or financial condition, except for matters which would not have a material affect on ESY or its properties. ESY is not in default with respect to any order, writ, injunction or decree of any federal, provincial, local or foreign court, department, agency or instrumentality applicable to it. ESY is not engaged in any lawsuits to recover any material amount of monies due to it.
3.11 Authority. The Board of Directors of ESY has authorized the execution of this Agreement and the transactions contemplated herein, and when approved by the shareholders of ESY it will have full power and authority to execute, deliver and perform this Agreement and this Agreement will be the legal, valid and binding obligation of ESY, is enforceable in accordance with its terms and conditions, except as may be limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally.
3.12 Ability to Carry Out Obligations. The execution and delivery of this Agreement by ESY and the performance by ESY will not conflict with or result in (a) any material breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, certificate of incorporation, bylaw, or other agreement or instrument to which ESY is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would permit any party to any material agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of ESY, or (c) an event that would result in the creation or imposition of any material lien, charge, or encumbrance on any asset of ESY.
3.13 Title. None of such shares of ESY stock are or will be subject to voting trusts or agreements, no person holds or has the right to receive any proxy or similar instrument with respect to such shares, except as provided in this Agreement. ESY is not a party to any agreement that offers or grants to any person the right to purchase or acquire any of the securities to be issued pursuant to this Agreement. There is no applicable local, provincial or federal law rule, regulation or decree which would, as a result of the issuance of the shares of ESY stock, impair, restrict or delay any voting rights with respect to the shares of ESY stock.
3.14 Indemnification. ESY agrees to indemnify, defend and hold Shareholders and RSP harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, and reasonable attorney fees, that they shall incur or suffer, which arise out of, result from or rel






