Exhibit 2.1
ACQUISITION AGREEMENT AND PLAN OF MERGER
DATED AS OF JULY 25, 2008
BETWEEN
IVPSA CORPORATION
AND
EZJR, INC.
TABLE OF CONTENTS
ARTICLE 1. The Merger
Section 1.1.
The Merger
Section 1.2.
The Acquisition
Section 1.3.
Effective Time
Section 1.4.
Closing of the Merger
Section 1.5.
Effects of the Merger
Section 1.6.
Board of Directors and Officers of IVP
Section 1.7.
Taking of Necessary Action; Further Action
ARTICLE 2. Representations and Warranties of IVP
Section 2.1.
Organization and Qualification
Section 2.2.
Capitalization of IVP
Section 2.3. Authority
Relative to this Agreement; Recommendation
Section 2.4.
SEC Reports; Financial Statements
Section 2.5.
Information Supplied
Section 2.6.
Consents and Approvals; No Violations
Section 2.7.
No Default
Section 2.8.
No
Undisclosed Liabilities; Absence of Changes
Section 2.9.
Litigation
Section 2.10.
Compliance with Applicable Law
Section 2.11.
Employee Benefit Plans; Labor Matters
Section 2.12.
Environmental Laws and Regulations
Section 2.13.
Tax Matters
Section 2.14.
Title To Property
Section 2.15.
Intellectual Property
Section 2.16.
Insurance
Section 2.17.
Vote Required
Section 2.18.
Tax Treatment
Section 2.19.
Affiliates
Section 2.20.
Certain Business Practices
Section 2.21.
Insider Interests
Section 2.22.
Opinion of Financial Adviser
Section 2.23.
Brokers
Section 2.24.
Disclosure
Section 2.25.
No Existing Discussion
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ARTICLE 3. Representations and Warranties of EZJR.
Section 3.1.
Organization and Qualification
Section 3.2.
Capitalization of EZJR
Section 3.3. Authority
Relative to this Agreement; Recommendation
Section 3.4.
SEC Reports; Financial Statements
Section 3.5.
Information Supplied
Section 3.6.
Consents and Approvals; No Violations
Section 3.7.
No Default
Section 3.8
No Undisclosed Liabilities; Absence of Changes
Section 3.9.
Litigation
Section 3.10.
Compliance with Applicable Law
Section 3.11.
Employee Benefit Plans; Labor Matters
Section 3.12.
Environmental Laws and Regulations
Section 3.13.
Tax Matters
Section 3.14.
Title to Property
Section 3.15.
Intellectual Property
Section 3.16.
Insurance
Section 3.17.
Vote Required
Section 3.18.
Tax Treatment
Section 3.19.
Affiliates
Section 3.20.
Certain Business Practices
Section 3.21.
Insider Interests
Section 3.22.
Opinion of Financial Adviser
Section 3.23.
Brokers
Section 3.24.
Disclosure
Section 3.25.
No Existing Discussions
ARTICLE 4. Covenants
Section 4.1.
Conduct of Business of IVP
Section 4.2.
Conduct of Business of EZJR
Section 4.3.
Preparation of 8-K
Section 4.4.
Other Potential Acquirers
Section 4.5.
Access to Information
Section 4.6.
Additional Agreements; Reasonable Efforts.
Section 4.7.
Indemnification
Section 4.8.
Notification of Certain Matters
ARTICLE 5. Conditions to Consummation of the Merger
Section 5.1.
Conditions to each Party's Obligation
Section 5.2.
Conditions to the Obligations of IVP
Section 5.3.
Conditions to the Obligations of EZJR
ARTICLE 6. Termination; Amendment; Waiver
Section 6.1.
Termination
Section 6.2.
Effect of Termination
Section 6.3.
Fees and Expenses
Section 6.4.
Amendment
Section 6.5.
Extension; Waiver
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ARTICLE 7. Miscellaneous
Section 7.1.
Nonsurvival of Representations and Warranties
Section 7.2.
Entire Agreement; Assignment
Section 7.3.
Validity
Section 7.4.
Notices
Section 7.5.
Governing Law
Section 7.6.
Descriptive Headings
Section 7.7.
Parties in Interest
Section 7.8.
Certain Definitions
Section 7.9.
Personal Liability
Section 7.10.
Specific Performance
Section 7.11.
Counterparts
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ACQUISITION AGREEMENT AND PLAN OF MERGER
This
Agreement and Plan of
Merger (this "Agreement"), dated as of
July 25, 2008, is between IVPSA CORPORATION, a Nevada corporation
("IVP"),
and EZJR, INC., a Nevada corporation ("EZJR").
Whereas, the Boards of Directors of IVP and EZJR each have, in
light of
and subject to the terms and conditions set forth herein, (i)
determined that
the Merger (as defined below) is fair to their respective
stockholders and in
the best interests
of such stockholders
and (ii) approved the Acquisition
Agreement and Plan of Merger in accordance with this Agreement;
Whereas, for Federal income tax purposes, it is intended that the
Merger
qualify as
a reorganization under
the provisions of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code"); and
Whereas, IVP and EZJR desire to make certain representations,
warranties, covenants and agreements in connection with the Merger
and also
to prescribe various conditions to the Merger.
Now,
therefore, in consideration of the promises and the
representations, warranties, covenants and agreements herein
contained,
and
intending to be legally bound hereby, IVP and EZJR hereby agree as
follows:
ARTICLE I
The Merger
Section 1.1. The
Merger. At the Effective Time (as defined below) and
upon the terms and subject to the conditions of this Agreement and
in
accordance with
the Nevada General
Corporation Law of the State (the
"NGCL"), EZJR shall be merged with and into IVP (as defined below)
(the
"Merger"). Following
the Merger, IVP shall continue as the surviving
corporation (the "Successor Corporation"), shall continue to be
governed by
the laws of the jurisdiction of its incorporation or organization
and the
separate corporate existence of EZJR shall cease to exist.
The Successor
Corporation shall continue to adapt the original Articles and
By-laws of IVP.
Initially the Successor Corporation shall be named EZJR, INC., a
Nevada
corporation. The
Merger is intended to qualify as a tax-free reorganization
under Section 368 of the Code as relates to the non-cash exchange
of stock
referenced herein.
Section 1.2. The
Acquisition. IVP
shall purchase for cash all of the
issued and outstanding shares of EZJR. EZJR has 200,000 common shares
issued
and outstanding to one shareholder. This shareholder has agreed to
sell and
IVP has agreed to purchase all 200,000 shares for cash of $4,000.
Once IVP
purchases all of the common shares of EZJR, IVP will have complete
ownership
of EZJR.
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Section 1.3.
Effective Time.
Subject to the terms and conditions set
forth in this Agreement, a Certificate of Merger (the "Merger
Certificate")
shall be duly executed
and acknowledged by each of EZJR and IVP, and
thereafter the Merger Certificate reflecting the Merger shall be
delivered to
the Secretary of State of the State of Nevada for filing pursuant
to the NGCL
on the Closing Date (as defined in Section 1.3). The Merger shall become
effective at such time as a properly executed and certified copy of
the
Merger Certificate is duly filed by the Secretary of State of the
State
of Nevada in accordance with the NGCL or such later time as the
parties
may agree upon and set forth in the Merger Certificate (the time at
which
the Merger becomes effective shall be referred to herein as the
"Effective
Time").
Section 1.4.
Closing of the Merger.
The closing of the
Merger (the
"Closing") will take place at a time and on a date to be specified
by the
parties, which shall
be no later than the second business day after
satisfaction of the latest to occur of the conditions set forth in
Article 5
(the "Closing Date"), at a place agreed to in writing by the
parties hereto.
Section 1.5. Effects
of the Merger. The Merger shall have the effects
set forth in the NGCL.
Without limiting the
generality of the
foregoing, and subject thereto, at the Effective Time, all the
properties,
rights, privileges, powers of EZJR shall vest in the Successor
Corporation,
and all debts, liabilities and duties of EZJR shall become the
debts,
liabilities and duties of the Successor Corporation.
Section 1.6. Board of Directors and Officers of IVP. At or prior to the
Effective Time, each
of EZJR and IVP agrees to take such action as is
necessary (i) to cause the number of directors comprising the full
Board of
Directors of IVP to remain the same.
Section 1.7. Taking of Necessary Action; Further Action.
If, at any
time after the
Effective Time, EZJR or IVP reasonably determines that any
deeds, assignments, or instruments or confirmations of transfer are
necessary or desirable to carry out the purposes of this Agreement
and to
vest IVP with full right, title and possession to all assets,
property,
rights, privileges, powers and franchises of EZJR, the officers and
directors
of IVP and EZJR are fully authorized in the name of their
respective
corporations or otherwise to take, and will take, all such lawful
and
necessary or desirable action.
ARTICLE 2
Representations and Warranties of IVP
Except as set forth on the Disclosure Schedule delivered by IVP to
EZJR
(the "IVP Disclosure Schedule"), IVP hereby represents and warrants
to EZJR
as follows:
Section 2.1. Organization and Qualification.
(a)
IVP is duly organized,
validly existing and in good standing under
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the laws of the jurisdiction of its incorporation or organization,
has
approximately 100 or more round lot (100 or more shares)
stockholders and has
all requisite power and authority to own, lease and
operate its properties
and to carry on its businesses as now being conducted, except where
the
failure to be so organized, existing and in good standing or to
have such
power and authority would not have a Material Adverse Effect (as
defined
below) on IVP. When
used in connection with IVP, the term "Material
Adverse Effect" means any change or effect (i) that is or is
reasonably
likely to be materially adverse to the business, results of
operations,
condition (financial or otherwise) or prospects of IVP, other than
any change
or effect arising out of general economic conditions unrelated to
any
business in which IVP is engaged, or (ii) that may impair the
ability of IVP
to perform its obligations hereunder or to consummate the
transactions
contemplated hereby.
(b)
IVP has heretofore delivered to EZJR accurate and complete copies
of
the Articles of Incorporation and Bylaws (or similar governing
documents), as
currently in effect, of IVP. Except as set forth on Schedule
2.1 of the IVP
Disclosure Schedule, IVP is duly qualified or licensed and in good
standing
to do business in each jurisdiction in which the property owned,
leased or
operated by it or the nature of the business conducted by it makes
such
qualification or licensing necessary, except in such jurisdictions
where the
failure to be so duly qualified or licensed and in good standing
would not
have a Material Adverse Effect on IVP.
Section 2.2. Capitalization of IVP.
(a)
The authorized capital
stock of IVP consists of: (i) Seventy
Million (70,000,000) Authorized Shares of Common Stock, $0.001 par
value,
10,873,750 Common shares are issued and outstanding as of July 25,
2008, and
held by approximately 100 or more round lot (100 or more
shares)
stockholders; (ii) Five Million (5,000,000) Authorized Shares of
Preferred
Stock, $0.001 par value, no Preferred Shares have been issued.
Pursuant to
the Merger Agreement IVP will not issue any shares to EZJR, and
purchase the
200,000 issued and outstanding of EZJR for cash at par value of
$0.001 per
share. These 200,000
shares will be subsequently cancelled. All of the
outstanding IVP Shares have been duly authorized and validly
issued, and are
fully paid, nonassessable and free of preemptive rights. Except as set
forth herein, as of the date hereof, there are no outstanding (i)
shares of
capital stock or other voting securities of IVP, (ii) securities
of IVP
convertible into or exchangeable for shares of capital stock
or voting
securities of IVP, (iii) options or other rights to acquire from
IVP, except
as set forth in 2.2(a) of the Disclosure Schedule, and, no
obligations of IVP
to issue, any capital stock, voting securities or securities
convertible
into or exchangeable for capital stock or voting securities of IVP,
and (iv)
equity equivalents, interests in the ownership or earnings of IVP
or other
similar rights (collectively, "IVP Securities"). As of the date hereof,
except as set forth on Schedule 2.2(a) of the IVP Disclosure Schedule
there
are no outstanding obligations of IVP or its subsidiaries to
repurchase,
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redeem or otherwise
acquire any IVP Securities or stockholder agreements,
voting trusts or other agreements or understandings to which IVP is
a party
or by which it is bound relating to the voting or
registration of any shares
of capital stock of IVP. For purposes of this Agreement,
"Lien" means, with
respect to any asset (including, without limitation, any security)
any
mortgage, lien, pledge, charge, security interest or encumbrance of
any kind
in respect of such
asset.
(b)
The IVP Shares
constitute the only class of equity securities of
IVP registered or required to be registered under the Exchange
Act.
(c)
IVP does not own
directly or indirectly more than fifty percent
(50%) of the outstanding voting securities or interests (including
membership
interests) of any entity, other than as specifically disclosed in
the
disclosure documents.
Section 2.3. Authority Relative to this Agreement; Recommendation.
IVP
has all necessary
corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated
hereby. The
execution and
delivery of this Agreement and the
consummation of the
transactions contemplated hereby have been duly and validly
authorized by the
Board of Directors of IVP (the "IVP Board") and no other
corporate
proceedings on the part of IVP are necessary to authorize this
Agreement or
to consummate the transactions contemplated hereby. This Agreement has been
duly and validly
executed and delivered by IVP and constitutes a valid,
legal and binding
agreement of IVP, enforceable against IVP in accordance
with its terms.
Section 2.4. SEC
Reports; Financial Statements. SEC Reports; Financial
Statements.
(a)
IVP does not
currently file or is required to file any reports
with the U. S. Securities and Exchange Commission.
Section 2.5.
Information Supplied.
None of the information supplied or
to be supplied by IVP for inclusion or incorporation by reference
in
connection with the Merger will at the date presented to the
stockholder of
EZJR and at the times of the meeting or meetings of stockholders of
IVP to be
held in connection with the Merger, contain any untrue statement of
a
material fact or omit to state any material fact required to be
stated
therein or necessary in order to make the statements therein, in
light of the
circumstances under which they are made, not misleading.
Section 2.6. Consents and Approvals; No Violations. Except for
filings, permits, authorizations, consents and approvals as may be
required
under, and other applicable requirements of, the Securities Act,
the Exchange
Act, state securities or blue sky laws, the Hart-Scott-Rodino
Antitrust
Improvements Act of 1916, as amended (the "HSR Act"), the rules of
the
National Association of Securities Dealers, Inc. ("NASD"), the
filing and
recordation of the
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Merger Certificate as required by the NGCL, and as set forth on
Schedule 2.6
of the IVP Disclosure Schedule no filing with or notice to, and no
permit,
authorization, consent or approval of, any court or tribunal or
administrative, governmental or regulatory body, agency or
authority (a
"Governmental Entity") is necessary for the execution and delivery
by IVP of
this Agreement or the consummation by IVP of the transactions
contemplated
hereby, except where the failure to obtain such permits,
authorizations,
consents or approvals
or to make such filings or give such notice would not
have a Material Adverse Effect on IVP.
Except as set forth in Section 2.6 of the IVP Disclosure
Schedule,
neither the execution, delivery and performance of this Agreement
by IVP nor
the consummation by IVP of the transactions contemplated hereby
will (i)
conflict with or result in any breach of any provision of the
respective
Articles of Incorporation or Bylaws (or similar governing
documents) of IVP,
(ii) result in a violation or breach of, or constitute (with or
without due
notice or lapse of time or both) a default (or give rise to
any right of
termination, amendment, cancellation or acceleration or Lien)
under, any of
the terms, conditions or provisions of any note, bond, mortgage,
indenture,
lease, license, contract, agreement or other instrument or
obligation to
which IVP is a party or by which any of its properties or assets
may be
bound, or (iii) violate any order, writ, injunction, decree, law,
statute,
rule or regulation applicable to IVP or any of its properties or
assets,
except in the case of (ii) or (iii) for violations, breaches
or defaults
which would not have a Material Adverse Effect on IVP.
Section 2.7. No Default. Except as set forth in Section 2.7 of the
IVP
Disclosure Schedule,
IVP is not in breach, default or violation (and no
event has occurred which with notice or the lapse of time or both
would
constitute a breach default or violation) of any term, condition or
provision
of (i) its Articles of Incorporation or Bylaws (or similar governing
documents), (ii) any note, bond, mortgage, indenture, lease,
license,
contract, agreement or other instrument or obligation to which IVP
is now a
party or by which any of its respective properties or assets may be
bound or
(iii) any order, writ
injunction, decree, law, statute, rule or regulation
applicable to IVP or any of its respective properties or assets,
except in
the case of (ii) or (iii) for violations, breaches or defaults that
would not
have a Material Adverse Effect on IVP. Except as set forth in Section 2.7
of
the IVP Disclosure Schedule, each note, bond, mortgage, indenture,
lease,
license, contract, agreement or other instrument or obligation to
which IVP
is now a party or by which its respective properties or assets may
be bound
that is material to IVP and that has not expired is in full force
and effect
and is not subject to any material default thereunder of which IVP
is aware
by any party obligated to IVP thereunder.
Section 2.8. No Undisclosed Liabilities; Absence of Changes. Except
as
and to the extent disclosed in the June 30, 2008 audited
financial
statements, none of IVP or its subsidiaries had any liabilities
or
obligations of any nature, whether or not accrued, contingent or
otherwise,
that would be required by generally accepted accounting principles
to be
reflected on a consolidated balance sheet of IVP and its
consolidated
subsidiaries (including the notes thereto) or which would
have a Material
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Adverse Effect on IVP. Except as disclosed by IVP, none of IVP or
its
subsidiaries has incurred any liabilities of any nature, whether or not
accrued, contingent or otherwise, which could reasonably be
expected to have,
and there have been no events, changes or effects with respect to
IVP or its
subsidiaries having or which could reasonably be expected to have,
a Material
Adverse Effect on IVP.
Except as and to the extent disclosed by IVP there
has not been (i) any material change by IVP in its accounting
methods,
principles or practices (other than as required after the date
hereof by
concurrent changes in generally accepted accounting principles),
(ii) any
revaluation by IVP of any of its assets having a Material Adverse
Effect on
IVP, including, without limitation, any write-down of the value of
any
assets other than in the ordinary course of business or (iii) any
other
action or event that would have required the consent of any other
party
hereto pursuant to Section 4.2 of this Agreement had such action or
event
occurred after the date of this Agreement.
Section 2.9. Litigation. Except as set forth in Schedule 2.9 of the
IVP
Disclosure Schedule there is no suit, claim, action, proceeding
or
investigation pending or, to the knowledge of IVP, threatened
against IVP
or any of its subsidiaries or any of their respective properties or
assets
before any Governmental Entity which, individually or in the
aggregate, could
reasonably be expected to have a Material Adverse Effect on IVP or
could
reasonably be expected to prevent or delay the consummation of
the
transactions contemplated by this Agreement. Except as disclosed by
IVP,
none of IVP or its subsidiaries is subject to any outstanding
order, writ,
injunction or decree which, insofar as can be reasonably foreseen
in the
future, could reasonably be expected to have a Material Adverse
Effect on
IVP or could reasonably be expected to prevent or delay the
consummation of
the transactions contemplated hereby.
Section 2.10. Compliance with Applicable Law. Except as disclosed by
IVP, IVP and its subsidiaries hold all permits, licenses,
variances,
exemptions, orders and approvals of all Governmental Entities
necessary for
the lawful conduct of their respective businesses (the "IVP
Permits"),
except for failures to hold such permits, licenses, variances,
exemptions,
orders and approvals which would not have a Material Adverse Effect
on IVP.
Except as disclosed by IVP, IVP and its subsidiaries are in
compliance with
the terms of the IVP Permits, except where the failure so to comply
would
not have a Material Adverse Effect on IVP. Except as disclosed by IVP,
the
businesses of IVP and its subsidiaries are not being conducted in
violation
of any law, ordinance or regulation of any Governmental Entity
except that no
representation or warranty is made in this Section 2.10 with
respect to
Environmental Laws and except for violations or possible violations
which do
not, and, insofar as reasonably can be foreseen, in the future will
not, have
a Material Adverse Effect on IVP. Except as disclosed by IVP no
investigation or review by any Governmental Entity with respect to
IVP or
its subsidiaries is pending or, to the knowledge of IVP,
threatened, nor, to
the knowledge of IVP, has any Governmental Entity indicated an
intention to
conduct the same, other than, in each case, those which IVP
reasonably
believes will not have a Material Adverse Effect on IVP.
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Section 2.11. Employee Benefit Plans; Labor Matters.
(a)
Except as set forth in Section 2.11(a) of the IVP Disclosure
Schedule with respect to each employee benefit plan, program,
policy,
arrangement and contract (including, without limitation, any
"employee
benefit plan," as defined in Section 3(3) of the Employee
Retirement Income
Security Act of 1974, as amended ("ERISA")), maintained or
contributed to at
any time by IVP or any entity required to be aggregated with IVP
pursuant
to Section 414 of the Code (each, a "IVP Employee Plan"), no event
has
occurred and to the knowledge of IVP, no condition or set of
circumstances
exists in connection with which IVP could reasonably be expected to
be
subject to any liability which would have a Material Adverse Effect
on IVP.
(b)
(i) No IVP Employee Plan is or has been subject to Title IV of
ERISA or Section 412 of the Code; and (ii) each IVP Employee Plan
intended
to qualify under Section 401(a) of the Code and each trust intended
to
qualify under Section 501(a) of the Code is the subject of a
favorable
Internal Revenue Service determination letter, and nothing has
occurred which
could reasonably be expected to adversely affect such
determination.
(c)
Section 2.11(c) of the IVP Disclosure Schedule sets forth a
true
and complete list, as of the date of this Agreement, that no person
holds or
owns and IVP Stock Options or IVP Warrants. Further, IVP has not
taken any action that would result in the issuance of any IVP Stock
Options.
(d)
There shall be no payment, accrual of additional benefits,
acceleration of payments, or vesting in any benefit under any IVP
Employee
Plan or any agreement or arrangement disclosed under this Section
2.11 solely
by reason of entering into or in connection with the
transactions
contemplated by this Agreement.
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(e)
There are no
controversies pending or, to the knowledge of IVP,
threatened, between IVP and any of their employees, which
controversies have
or could reasonably be expected to have a Material Adverse Effect
on IVP.
Neither IVP nor any of its subsidiaries is a party to any
collective
bargaining agreement or other labor union contract applicable to
persons
employed by IVP or any of its subsidiaries (and neither IVP nor any
of its
subsidiaries has any outstanding material liability with respect to
any
terminated collective bargaining agreement or labor union
contract), nor does
IVP know of any activities or proceedings of any labor union to
organize any
of its or employees.
IVP has no knowledge of any strike, slowdown, work
stoppage, lockout or threat thereof, by or with respect to any of
its
employees.
Section 2.12. Environmental Laws and Regulations.
(a)
Except as disclosed by
IVP, (i) IVP is in
material compliance with
all applicable federal, state, local and foreign laws and regulations
relating to pollution or protection of human health or the
environment
(including, without limitation, ambient air, surface water, ground
water,
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land surface or subsurface strata) (collectively, "Environmental
Laws"),
except for non-compliance that would not have a Material Adverse
Effect on
IVP, which compliance includes, but is not limited to, the
possession by IVP
of all material permits and other governmental authorizations
required under
applicable Environmental Laws, and compliance with the terms and
conditions
thereof; (ii) IVP has not received written notice of, or, to the
knowledge of
IVP, is the subject of, any action, cause of action, claim,
investigation,
demand or notice by any person or entity alleging liability under or
non-
compliance with any Environmental Law (an ``Environmental Claim")
that could
reasonably be expected to have a Material Adverse Effect on IVP;
and (iii) to
the knowledge of IVP, there are no circumstances that are
reasonably likely
to prevent or interfere with such material compliance in the
future.
(b)
Except as disclosed by
IVP, there are no Environmental Claims which
could reasonably be expected to have a Material Adverse Effect on
IVP that
are pending or, to the knowledge of IVP, threatened against IVP or,
to the
knowledge of IVP, against any person or entity whose liability for
any
Environmental Claim IVP has or may have retained or assumed
either
contractually or by operation of law.
Section 2.13. Tax Matters.
(a)
Except as set forth in Section 2.13 of the IVP Disclosure
Schedule:
(i) IVP has filed or
has had filed on its behalf in a timely manner (within
any applicable extension periods) with the appropriate Governmental
Entity
all income and other material Tax Returns (as defined herein) with
respect to
Taxes (as defined herein) of IVP and all Tax Returns were in all
material
respects true, complete and correct; (ii) all material Taxes with
respect to
IVP have been paid in full or have been provided for in accordance
with GAAP
on IVP's most recent
balance sheet which is part of the IVP SEC Documents.
(iii) there are no outstanding agreements or waivers extending the
statutory
period of limitations applicable to any federal, state, local or
foreign
income or other material Tax Returns required to be filed by or
with respect
to IVP; (iv) to the
knowledge of IVP none of the Tax Returns of or with
respect to IVP is currently being audited or examined by any
Governmental
Entity; and (v) no deficiency for any income or other material
Taxes has been
assessed with respect to IVP which has not been abated or paid in
full.
(b)
For purposes of this
Agreement, (i) "Taxes" shall mean all taxes,
charges, fees, levies or other assessments, including, without
limitation,
income, gross receipts, sales, use, ad valorem, goods and services,
capital,
transfer, franchise, profits, license, withholding, payroll,
employment,
employer health, excise, estimated, severance, stamp, occupation,
property or
other taxes, customs duties, fees, assessments or charges of any
kind
whatsoever, together with any interest and any penalties, additions
to tax or
additional amounts imposed by any taxing authority and (ii) "Tax Return"
shall mean any report, return, documents declaration or other
information or
filing required to be supplied to any taxing authority or
jurisdiction with
respect to Taxes.
8
<PAGE>
Section 2.14. Title to
Property. IVP has good and defensible title to
all of its properties and assets, free and clear of all liens,
charges and
encumbrances except liens for taxes not yet due and payable and
such liens or
other imperfections of title, if any, as do not materially detract
from the
value of or interfere with the present use of the property affected
thereby
or which, individually or in the aggregate, would not have a
Material Adverse
<PAGE>
Effect on IVP; and, to IVP's knowledge, all leases pursuant to
which IVP
leases from others real or personal property are in good standing,
valid and
effective in accordance with their respective terms, and there is
not, to the
knowledge of IVP, under any of such leases, any existing material
default or
event of default (or event which with notice of lapse of time, or
both, would
constitute a default and in respect of which IVP has not taken
adequate
steps to prevent such a default from occurring) except where the
lack of such
good standing,
validity and effectiveness, or the existence of such default
or event, would not have a Material Adverse Effect on IVP.
Section 2.15. Intellectual Property.
(a)
IVP does not own, or
possess licenses or other valid rights to
use, all existing United States and foreign patents, trademarks,
trade names,
service marks, copyrights, trade secrets and applications therefore
that are
material to its business as currently conducted (the "IVP Intellectual
Property Rights").
(b)
The validity of the
IVP Intellectual Property Rights and the title
thereto of IVP is not being questioned in any litigation to which
IVP is a
party.
(c)
Except as set forth in
Section 2.15(c) of the IVP Disclosure
Schedule, the conduct of the business of IVP as now conducted does
not, to
IVP's knowledge, infringe any valid patents, trademarks, trade
names,
service marks or copyrights of others. The consummation of the
transactions
completed hereby will not result in the loss or impairment of any
IVP
Intellectual Property Rights.
(d)
IVP has taken steps it believes appropriate to protect and
maintain
its trade secrets as such, except in cases where IVP has elected to
rely on
patent or copyright protection in lieu of trade secret
protection.
Section 2.16. Insurance. IVP does not currently maintains any
general
liability and other business insurance.
Section 2.17.
Vote Required.
Approval of this Acquisition Agreement
and Plan of Merger by the Stockholders of IVP is not required
pursuant to
current Nevada law.
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<PAGE>
Section 2.18. Tax Treatment. Neither IVP nor, to the knowledge of
IVP,
any of its affiliates has taken or agreed to take action that would
prevent
the Merger from constituting a reorganization qualifying under the
provisions
of Section 368(a) of the Code.
Section 2.19.
Affiliates.
Except for the
director and one major
shareholder of IVP, each of whom is listed, there are no persons
who, to the
knowledge of IVP, may be deemed to be affiliates of IVP under Rule
1-02(b) of
Regulation S-X of the SEC (the "IVP Affiliates").
Section 2.20. Certain Business Practices. None of IVP or any directors,
officers, agents or employees of IVP has (i) used any funds for
unlawful
contributions, gifts, entertainment or other unlawful expenses
relating to
political activity, (ii) made any unlawful payment to foreign or
domestic
government officials or employees or to foreign or domestic
political parties
or campaigns or violated any provision of the Foreign Corrupt
Practices Act
of 1977, as amended (the "FCPA"), or (iii) made any other unlawful
payment.
Section 2.21. Insider Interests. Except as set forth in Section
2.21 of
the IVP Disclosure Schedule, neither any officer or director of IVP
has any
interest in any material property, real or personal, including
without
limitation, any computer software or IVP Intellectual Property
Rights, used
in or pertaining to the business of IVP, expect for the ordinary
rights of a
stockholder or employee stock option holder.
Section 2.22. Opinion of Financial Adviser. No advisers, as of the date
hereof, have delivered to the IVP Board a written opinion to the
effect
that, as of such date, the exchange ratio contemplated by the
Merger is fair
to the holders of IVP Shares.
Section 2.23.
Brokers. No broker,
finder or investment banker (other
than the IVP Financial Adviser, a true and correct copy of whose
engagement
agreement has been provided to EZJR) is entitled to any brokerage,
finder's or
other fee or
commission in connection with the transactions contemplated
by
this Agreement based upon arrangements made by or on behalf of
IVP.
Section 2.24. Disclosure. No representation or warranty of IVP in
this
Agreement or any certificate, schedule, document or other
instrument
furnished or to be furnished to EZJR pursuant hereto or in
connection herewith
contains, as of the
date of such representation, warranty or instrument, or
will contain any untrue statement of a material fact or, at the
date thereof,
omits or will omit to state a material fact necessary to make any
statement
herein or therein, in light of the circumstances under which such
statement
is or will be made, not misleading.
Section 2.25. No
Existing Discussions. As of the date hereof, IVP is
not engaged, directly or indirectly, in any discussions or
negotiations with
any other party with respect to any Third
Party Acquisition (as defined in
Section 4.4).
10
<PAGE>
ARTICLE 3
Representations and Warranties of EZJR
Except as set forth on the Disclosure Schedule delivered by EZJR to
IVP
(the "EZJR Disclosure
Schedule"), EZJR hereby represents and warrants to IVP
as follows:
Section
3.1. Organization and Qualification.
(a) Each
of EZJR and its subsidiaries is duly organized, validly
existing
and in good standing under the laws of the jurisdiction of its
incorporation
or organization and has all requisite power and authority to own,
lease and
operate its properties and to carry on its businesses as now being
conducted,
except where the failure to be so organized, existing and in good
standing or
to have such power and authority would not have a Material Adverse
Effect (as
defined below) on EZJR. When used in connection with EZJR, the term
"Material
Adverse Effect" means
any change or effect (i) that is or is reasonably
likely to be materially adverse to the business, results of
operations,
condition (financial or otherwise) or prospects of EZJR and its
subsidiaries,
taken as a whole, other than any change or effect arising out of
general
economic conditions unrelated to any businesses in which EZJR and
its
subsidiaries are engaged, or (ii) that may impair the ability of EZJR to
consummate the transactions contemplated hereby.
(b)
EZJR has heretofore delivered to IVP accurate and complete copies
of
the Articles of Incorporation and Bylaws (or similar governing
documents), as
currently in effect, of EZJR. Each of EZJR and its subsidiaries
is duly
qualified or licensed and in good standing to do business in
each
jurisdiction in which the property owned, leased or operated by it
or the
nature of the business conducted by it makes such qualification or
licensing
necessary except in such jurisdictions where the failure to be so
duly
qualified or licensed and in good standing would not have a
Material Adverse
Effect on EZJR.
Section 3.2. Capitalization of EZJR.
(a)
As of July 25, 2008, the authorized
capital stock of EZJR consists
of Seventy-five
Million (75,000,000) EZJR common Shares, $0.001 par value,
of which 200,000 common Shares are issued and outstanding.
All of the
outstanding EZJR Shares have been duly authorized and validly
issued, and are
fully paid, nonassessable and free of preemptive rights.
(b)
Except as set forth in
Section 3.2(b) of the EZJR Disclosure
Schedule, Edward Zimmerman, Jr. is the record and beneficial owner
of all of
the issued and outstanding shares of capital stock of its
subsidiaries.
(c)
Except as set forth in
Section 3.2(c) of the EZJR Disclosure
Schedule, between December 31, 2007 and the date hereof, no shares
of EZJR's
capital stock have been issued and no EZJR Stock options have been
granted.
Except as set forth in Section 3.2(a) above, as of the date hereof,
there are
no outstanding (i) shares of capital stock or other voting
securities of EZJR,
11
<PAGE>
(ii) securities of
EZJR or its subsidiaries convertible into or exchangeable
for shares
of capital stock or
voting securities of EZJR, (iii) options or
other rights to acquire from EZJR or its subsidiaries, or
obligations of EZJR
or its subsidiaries to issue, any capital stock, voting securities
or
securities convertible
into or exchangeable for capital stock or voting
securities of EZJR, or (iv) equity equivalents, interests in the
ownership or
earnings of EZJR or its subsidiaries or other similar rights
(collectively,
"EZJR Securities"). As
of the date hereof, there are no outstanding
obligations of EZJR or any of its subsidiaries to repurchase,
redeem or
otherwise acquire any EZJR Securities. There are no stockholder
agreements,
voting trusts or other agreements or understandings to which EZJR
is a party
or by which it is
bound relating to the voting or registration of any shares
of capital stock of EZJR.
(d)
Except as set forth in Section 3.2(d) of the EZJR Disclosure
Schedule, there are no securities of EZJR convertible into or
exchangeable
for, no options or other rights to acquire from EZJR, and no other
contract,
understanding, arrangement or obligation (whether or not
contingent)
providing for the issuance or sale, directly or indirectly, of any
capital
stock or other ownership interests in, or any other securities of,
any
subsidiary of EZJR.
(e)
The EZJR Shares constitute the only class of equity securities
of
EZJR or its subsidiaries.
(f)
Except as set forth in Section 3.2(f) of the EZJR Disclosure
Schedule, EZJR does not own directly or indirectly any outstanding
voting
securities or interests (including membership interests) of any
entity.
Section 3.3. Authority Relative to this Agreement;
Recommendation.
(a)
EZJR has all necessary corporate power and authority to execute
and
deliver this Agreement and to consummate the transactions
contemplated
hereby. The execution and delivery of this Agreement and the
consummation of
the transactions contemplated hereby have been duly and validly
authorized by
the Board of Directors of EZJR (the "EZJR Board"), and no other corporate
proceedings on the part of EZJR are necessary to authorize this
Agreement or
to consummate the transactions contemplated hereby, except, as
referred to in
Section 3.17, the approval and adoption of this Agreement by the
holders of
at least a majority of the then outstanding EZJR Shares. This
Agreement has
been duly and validly
executed and delivered by EZJR and constitutes a
valid, legal and binding agreement of EZJR, enforceable against
EZJR in
accordance with its terms.
(b)
The EZJR Board has resolved to recommend that the sole
stockholder
of EZJR approved and adopted this Agreement.
12
<PAGE>
Section 3.4. SEC Reports; Financial Statements.
(a) EZJR has filed all
required forms, reports and documents with the
Securities and Exchange Commission (the "SEC") since March 27,
2006, each
of which has complied in all material respects with all
applicable
requirements of the Securities Act of 1933, as amended (the
"Securities
Act"), and the Exchange Act (and the rules and regulations promulgated
thereunder, respectively), each as in effect on the dates such
forms, reports
and documents were
filed. EZJR has heretofore delivered or promptly will
deliver prior to the Effective Date to EZJR, in the form filed with
the SEC
(including any amendments thereto but excluding any exhibits), (i)
its
initial Registration Statement on Form 10SB12G filed March 27,
2006, (ii)
its Form 10-KSB filed on March 30, 2007 and April 14, 2008, (iii)
all other
reports or registration statements filed by EZJR with the SEC since
March 27,
2006 (all of the foregoing, collectively, the "EZJR SEC Reports").
None of
such EZJR SEC Reports, including, without limitation, any
financial
statements or schedules included or incorporated by reference
therein,
