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
financi
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