MERGER AND SHARE EXCHANGE AGREEMENT
This
MERGER AND SHARE EXCHANGE AGREEMENT (the
"AGREEMENT") is entered
into as of January 11, 2007, by and among Strategic Gaming
Investments, Inc., a
Delaware corporation (hereinafter referred to as the "SGME"), on the
one hand,
and Neolink Wireless Content, Inc., a Nevada corporation (hereinafter
referred
to as "NEOLINK"), and each of the holders of shares of Common Stock of
NEOLINK
listed on Exhibit A attached hereto (individually, a "NEOLINK
STOCKHOLDER", and
collectively, the "NEOLINK STOCKHOLDERS"). SGME and NEOLINK are collectively
referred to herein as the "PARTIES."
RECITALS
WHEREAS,
NEOLINK is in the wireless content business;
WHEREAS, SGME is a
publicly traded company with its common stock quoted
on the Over the Counter Bulletin Board under the symbol "SGME.OB" and
is
preparing to launch a number of poker related projects;
WHEREAS,
the NEOLINK Stockholders own 100% of the issued and outstanding
common stock of NEOLINK; and
WHEREAS,
SGME desires to acquire 100% of the
issued and outstanding
common stock of NEOLINK and the NEOLINK Stockholders desire to
exchange all of
the NEOLINK Common Stock for shares of common stock of SGME ("SGME
SHARES") in
a transaction intended to qualify as a "tax-free" reorganization under
Section
368 of the Internal Revenue Code of 1986, as amended (the
"CODE").
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements
contained herein
and in reliance upon the representations
and warranties
hereinafter set forth, the parties agree as follows:
SHARE EXCHANGE; OTHER MATTERS.
Share Exchange.
Subject to the terms
and conditions of this
Agreement, at the closing provided for in Section 2 hereof (the "CLOSING"),
each of the NEOLINK Stockholders shall
sell, assign, transfer and deliver to
SGME the number of
shares of Common Stock of NEOLINK set
forth opposite each
such NEOLINK Stockholder's name on Exhibit A to be attached hereto
prior to the
Closing (the shares of Common Stock of NEOLINK sold, assigned and
transferred
to SGME hereunder are hereinafter referred
to as the "NEOLINK SHARES").
Following the Closing, NEOLINK shall be a wholly owned subsidiary
of SGME.
1.2
Consideration.
Subject to the terms
and conditions of this
Agreement and in consideration of the sale, assignment,
transfer and delivery
of the NEOLINK Shares to SGME, at the Closing SGME shall issue,
sell and
deliver to the NEOLINK Stockholders ONE MILLION (1,000,000) SGME Shares.
Each
NEOLINK Stockholder
shall receive, in consideration for the NEOLINK Shares
sold, assigned,
transferred and delivered to SGME by such NEOLINK Stockholder,
a pro rata portion of
SGME Shares based on
the number of NEOLINK Shares owned
by such NEOLINK Stockholder, all as set forth on Exhibit A hereto.
SGME Shares
issued hereby to the NEOLINK Stockholders shall include
registration rights as
outlined in the Registration Rights Agreement attached hereto as
Exhibit B.
1.3 Liabilities.
Except
as mutually agreed
upon by the Parties
as set forth on Schedule 1.3 attached hereto, SGME shall not assume, and
shall
not be responsible for, any liabilities, debts or obligations of
NEOLINK of any
kind or nature whatsoever.
1.4 Funding
Commitment.
(a) In addition
to the consideration
noted in Section
1.2
above, SGME shall provide financing to NEOLINK as follows: (i)
$50,000 at
the
Closing (the
"INITIAL PAYMENT"); (ii) $50,000 on or
before January 31, 2007;
(iii) $50,000 on or before March 15, 2007; (iv) $50,000 on or
before April 30,
2007; and (v) $50,000 on or before June 15, 2007 (collectively, the
"FUNDING
COMMITMENT"). The Funding Commitment shall be utilized (A) as set forth in the
mutually agreed upon budget set forth on Schedule 1.4(a)
attached hereto, and
(B) as may otherwise be necessary in connection with NEOLINK's
business,
operations and affairs, as reasonably determined by Donald R. Beck ("BECK"),
President and Chief Executive Officer of NEOLINK.
(b) In the event
that SGME fails to timely provide funding
on the dates set forth above, and such failure to fund is not
rectified within
ten (10) days of the due date, then Beck shall have the right to
reacquire One
Hundred Percent
(100%) of the shares of NEOLINK from SGME for 15% of
that
portion of the Funding Commitment provided by SGME prior to any
such failure to
fund. The Parties
shall execute such further documentation as necessary to
evidence Beck's rights under this paragraph.
1.5 Management
and Board of Directors. At the Closing, Beck
shall be appointed President, Chief Executive Officer and Chairman
of the Board
of NEOLINK.
Prior to the
Closing, the Purchaser and Beck shall negotiate a
mutually agreeable
employment contract
("EMPLOYMENT
AGREEMENT") with Beck to
serve in the foregoing capacities. The Employment Agreement shall be executed
as soon as reasonably practicable following the Closing. The Board of
Directors of NEOLINK
following the Closing shall consist of Beck, John Padon,
Lawrence S. Schroeder, Jason F. Griffith and Anthony Marsiglia.
CLOSING.
Time and Place.
The Closing of the
transaction contemplated
by this Agreement shall be held on January 5, 2007, assuming
(a) all requisite
stockholder approval has been received by NEOLINK, and (b)
satisfaction of all
conditions precedent
to the obligations of
the Parties specified in this
Agreement, unless duly
waived by the party entitled to
satisfaction thereof,
has been achieved. The
date on which the
Closing is to be held is referred to
herein as the "Closing Date." The Closing shall be held at the offices of
SGME, located
at 2580 Anthem Village
Dr., Henderson, Nevada 89052, at 10:00
a.m. on such date, or
at such other time and place as the
parties may agree
upon in writing.
Deliveries by the NEOLINK Stockholders. At the Closing, each
NEOLINK Stockholder
shall deliver to SGME the following: (a) stock
certificates representing the number of NEOLINK Shares set
forth opposite the
name of each NEOLINK
Stockholder listed on Exhibit A hereto, duly endorsed or
accompanied by
stock powers duly executed in blank and otherwise in form
acceptable for
transfer on the books of NEOLINK, and (b) an investment
representation letter in the form attached hereto as Exhibit C
executed by each
NEOLINK Stockholder.
Deliveries by NEOLINK.
At the Closing, NEOLINK shall deliver
to SGME the documents referred to in Section 9.1 hereof.
Deliveries by SGME.
At the Closing, in addition to the
documents referred to in Section 9.2 hereof, SGME shall deliver to
the NEOLINK
Stockholders or
their Agent (as defined in Section 13 below) a stock
certificate issued in the name of each NEOLINK Stockholder representing the
number of SGME Shares each NEOLINK Stockholder is entitled to receive in
accordance with Section 1.2 above.
3.
INDIVIDUAL
REPRESENTATIONS
AND WARRANTIES OF THE NEOLINK
STOCKHOLDERS.
Each of the NEOLINK Stockholders, severally but not jointly,
represents and warrants to SGME as follows:
3.1 Title.
Such
NEOLINK Stockholder
owns the number of NEOLINK
Shares set forth opposite such Stockholder's name on Exhibit A to be attached
hereto prior to Closing, and shall transfer to SGME, at the Closing, good and
valid title
to said number of NEOLINK Shares, free and clear of all
restrictions on transfer (other than any restrictions under federal
and state
securities laws), liens, claims, options, charges, pledges,
security interests,
and encumbrances
of every kind, character or description. Such NEOLINK
Stockholder is
not a party to any
voting trust, proxy, or other agreement or
understanding with respect to the voting of any capital stock of
NEOLINK.
3.2 Valid
and Binding Agreement. Such NEOLINK Stockholder has
the full and unrestricted right, power and authority and capacity to execute
and deliver this Agreement and consummate the transactions
contemplated herein.
This Agreement has been duly executed and delivered by such NEOLINK
Stockholder
and constitutes the
valid and binding obligation of such NEOLINK Stockholder,
enforceable in accordance with its terms.
3.3
Non-Contravention. The execution and delivery of this
Agreement and
consummation of the
transactions
contemplated hereby
do not
violate or
conflict with or constitute a default under any contract,
commitment, agreement, understanding, arrangement or restriction of
any kind to
which such NEOLINK Stockholder is a party or by which such
NEOLINK Stockholder
or such NEOLINK Stockholder's property is bound, or to the knowledge of such
NEOLINK Stockholder any existing applicable law, rule, regulation,
judgment, or
court order. Such
NEOLINK Stockholder is not and will not be required to give
any notice
to or obtain any consent from any
Person in connection
with the
execution and
delivery of this Agreement or the consummation of the
transactions contemplated herein.
3.4 Investment
Representations. Such
NEOLINK Stockholder intends
to acquire SGME Shares for investment and not with a view to the public
distribution or resale thereof, and such NEOLINK Stockholder shall
confirm such
intention to
SGME by delivering to SGME at the Closing an investment
representation letter in the form attached as Exhibit C hereto
executed by such
NEOLINK Stockholder.
Such NEOLINK Stockholder agrees that SGME may endorse on
any stock certificate for SGME Shares to be delivered pursuant to this
Agreement an appropriate restrictive legend referring to the
provisions of the
investment
representation letter
attached as Exhibit C
hereto, and that SGME
may instruct its transfer agent not to transfer any SGME Shares unless
advised
by SGME that such provisions have been satisfied.
4.
REPRESENTATIONS AND WARRANTIES OF NEOLINK. NEOLINK represents and
warrants to SGME as follows:
4.1 Authority.
NEOLINK has all
requisite corporate power and
authority to
enter into this Agreement and to consummate the
transactions
contemplated herein.
The execution and delivery of this Agreement and the
consummation of the
transactions contemplated herein have been duly authorized
and approved by all
necessary corporate action on the part of
NEOLINK. This
Agreement has been duly executed and delivered by NEOLINK and constitutes the
valid and binding obligation of NEOLINK, enforceable in accordance with its
terms.
4.2
Organization.
NEOLINK is
a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada.
NEOLINK
has the corporate power and authority to carry on its business as presently
conducted and
is qualified to do business as a foreign
corporation in
each
jurisdiction in which the failure to be so qualified would have a material
adverse effect on NEOLINK or its business.
The copies of the Articles of Incorporation of NEOLINK
and all amendments
thereto, as certified by the Secretary of State of Nevada,
and the Bylaws
of NEOLINK and all amendments thereto, as certified
by the
Secretary of
NEOLINK, are complete
and correct copies
of the Articles of
Incorporation and
Bylaws of NEOLINK as amended and in effect on the date
hereof.
4.3
Capitalization.
<PAGE>
The authorized
capital stock of
NEOLINK consists
of
10,000,000 shares of Common Stock, par value $.001 per share. As of the date
of this Agreement, 5,000,000 shares of Common Stock of NEOLINK are issued and
outstanding. As
of the Closing Date, the number of issued and
outstanding
shares of common sock of NEOLINK shall be the number of shares set forth on
Exhibit A attached hereto. All of the issued and outstanding
shares of common
stock of NEOLINK are duly authorized, validly issued,
fully paid and
non-
assessable, and are
not subject to
preemptive
rights created by statute,
NEOLINK's Articles of Incorporation or Bylaws or any agreement to
which NEOLINK
is a party or by which it is bound.
There are no options, warrants,
subscriptions, calls,
rights, commitments or agreements of any character to which NEOLINK is
a party
or by which it is bound obligating NEOLINK to issue, deliver or sell, or
cause
to be issued, delivered or sold, additional shares of capital stock of NEOLINK
or obligating NEOLINK to grant, extend or enter into any such option, warrant,
subscription, call, right, commitment or agreement.
4.4 Equity
Investments. NEOLINK
has no subsidiaries and does not
own any equity interest in any other corporation or in any
partnership, limited
liability company or other form of business entity.
4.5 Financial
Statements. NEOLINK
has delivered to
SGME copies
of its unaudited financial statements, prepared in
conformity with generally
accepted accounting principles in the United States, for each financial
year
since its inception and for the interim period concluded on
September 30, 2006.
Such financial statements consist of a balance sheet and related statements
of
operations, changes in stockholders' equity and cash flows (collectively, the
"NEOLINK FINANCIAL
STATEMENTS"),
copies of which are attached hereto as
Schedule 4.5.
The NEOLINK Financial Statements have been prepared in
conformity with
generally accepted accounting principals in the United States
of America, consistently applied, and present fairly the financial
condition
and results of operations of NEOLINK at the dates and for the periods covered
by the NEOLINK Financial Statements, subject in the case of the
interim portion
of the NEOLINK Financial Statements for 2006 which are subject only to normal
year-end audit
adjustments,
which will not be material, and the
absence of
certain footnote disclosures.
4.6 Intellectual
Property.
NEOLINK owns or has the right to use
pursuant to license, sublicense, agreement or permission all patents, patent
applications,
trademarks, service
marks, trade names, copyrights,
computer
software (including data and related documentation), trade secrets, Internet
Websites, domain names and other proprietary rights and processes
necessary for
its business as now
conducted and as proposed to be conducted. To the best of
NEOLINK's knowledge,
the business as conducted and as proposed to be conducted
by NEOLINK does not
and will not cause NEOLINK to infringe
or violate any of
the patents,
trademarks, service
marks, trade
names, copyrights, computer
software, licenses,
trade secrets, domain names or other proprietary rights of
any other Person. All registered and pending applications for
intellectual
property holdings
of NEOLINK are specifically
delineated
in Schedule 4.6
attached hereto.
4.7 Litigation.
There
is no claim, action,
suit or proceeding,
at law or in equity, pending against NEOLINK that might result, either in any
case or in the aggregate, in any material
adverse change in
the business,
assets or financial
condition of
NEOLINK, nor is there
any judgment, decree,
injunction, order or writ of any court, governmental authority or arbitrator
outstanding against
NEOLINK having, or which insofar as can be reasonably
foreseen, in the future may have, any such effect.
4.8 Compliance
with Contracts.
NEOLINK is
not in violation or
default of any material term or provision of any material
agreement,
contract,
lease, license or instrument to which NEOLINK is a party or by
which it or any
of its properties or assets are bound.
4.9 No
Conflict. The execution and delivery of this
Agreement
and the consummation of the transactions contemplated herein do not and will
not conflict
with, or result in a breach of any term or
provision of,
or
constitute a default
under or result in
a violation of, the Articles of
Incorporation or
Bylaws of NEOLINK, as amended, or any material
agreement,
contract, lease, license or instrument to which NEOLINK is a party or by
which
it or any of its properties or assets are bound.
4.10 Compliance
with Applicable
Law. To NEOLINK'S knowledge,
NEOLINK has, in all material respects, complied with all laws,
regulations and
orders applicable to its business, except in any case where the failure to
comply would not have a material adverse effect on NEOLINK or its
business, and
NEOLINK has
all permits and licenses required by
such laws, regulations
and
orders.
4.11 Governmental
Consent.
No
consent, approval, order or
authorization of, or
registration, declaration or filing with, any court,
administrative agency or commission or other governmental authority
is required
by or with respect to
NEOLINK in connection with the execution and delivery of
this Agreement or the
consummation by NEOLINK of the transactions contemplated
herein.
4.12 Third
Party Consent. NEOLINK has obtained or prior to
Closing will obtain all consents required to be obtained by NEOLINK
from third
parties material
to the business of NEOLINK in
connection with the execution
and delivery
of this Agreement
and the consummation of the transactions
contemplated herein,
other than such
consents which if not obtained would not
have a material adverse effect on NEOLINK or its business.
4.13 Absence of
Liabilities. As
of the date hereof,
NEOLINK has
no outstanding debts, liabilities and obligations other than those
set forth on
Schedule 4.13 attached hereto.
4.14 Absence of
Certain Changes or Events. Since the date of the
NEOLINK Financial Statements, NEOLINK has not:
(a) Conducted
any business or engaged in
any activities
other than activities in the ordinary course and scope of its
business;
(b) Declared or
made any payment of dividends or other
distributions to
its stockholders or
upon or in respect of any shares of its
capital stock or purchased, or obligated itself to purchase,
retire or redeem,
any shares of its capital stock or other securities;
(c) Issued or
sold or agreed to issue or sell any shares of
its capital stock or other securities, or issued, granted or sold or
agreed to
issue, grant or sell, any options rights or warrants with respect
thereto;
(d) Amended its
Articles of Incorporation or Bylaws;
(e) Entered into
or become bound by or agreed to enter into
or become bound by any contract, instrument, lease, license, agreement,
transaction, commitment or undertaking other than as set forth in Schedule
4.14(e) hereto; or
(f) Borrowed
or agreed to borrow any funds;
incurred or
agreed to incur or become subject to any debts, liabilities or obligations of
any kind whatsoever; subjected or agreed to
subject any
of the assets or
properties of NEOLINK to any lien, security interest, charge,
interest or other
encumbrance or
suffered such to be imposed; or guaranteed or agreed to
guarantee the debts or obligations of others.
4.15 Brokers or
Finders. NEOLINK has
not incurred, and will
not
incur, directly or
indirectly, as a result of any action taken by NEOLINK, any
liability for
any brokerage or finders' fees or agents'
commissions or any
similar charges
in connection with this Agreement or any transaction
contemplated herein.
5.
REPRESENTATIONS AND
WARRANTIES
OF SGME. SGME represents and
warrants to NEOLINK and the NEOLINK Stockholders as follows:
5.1 Authority.
SGME
has all requisite corporate power and
authority to
enter into this Agreement and to consummate the
transactions
contemplated herein.
The execution and delivery of this Agreement, the
consummation of the transactions contemplated herein, and the issuance of
SGME
Shares in accordance with the terms hereof, has been duly authorized by all
necessary corporate
action on the part of
SGME. This Agreement
has been duly
executed and delivered by SGME and constitutes the valid and
binding obligation
of SGME, enforceable in accordance with its terms.
<PAGE>
5.2
Organization.
(a) SGME is a
corporation duly organized, validly existing,
and in good standing under the laws of the State of Delaware.
SGME has the
corporate power and authority to carry on its business as presently conducted
and is qualified to do business as a foreign corporation
and is in good
standing under the laws of each state in which either the ownership or
use of
the properties owned or used by it, or the nature of the activities conducted
by it, requires such qualification, except where the failure to be
so qualified
would not have a material adverse effect on the business or
financial condition
of SGME.
(b) The copies
of the Articles of
Incorporation, and
all
amendments thereto,
of SGME, as certified by the Secretary of State of
Delaware, and
the Bylaws of SGME and
all amendments thereto, as certified by
the Secretary of SGME,
which have heretofore been delivered to NEOLINK for
examination, are complete and correct copies of the Articles of Incorporation
and Bylaws of SGME as amended and in effect on the date hereof.
All minutes of
meetings and actions in writing without a meeting of the Board of
Directors and
stockholders of
SGME are contained in the minute book of SGME heretofore
delivered to NEOLINK
for examination, and no minutes or actions in writing
without a meeting have been included in such minute book since such
delivery to
NEOLINK that have not
also been delivered to NEOLINK. The minute book of SGME
contains complete and
accurate records of all meetings and other
corporate
actions of its Board of Directors and stockholders.
5.3
Capitalization.
(a) The
authorized
capital stock of SGME consists of
100,000,000 shares of Common Stock, par value $0.001 per share; and 25,000,000
shares of preferred stock. As of the date of this Agreement,
8,047,137 shares
of Common Stock of
SGME are issued and outstanding and no shares of Class A
convertible preferred
stock of SGME are issued and outstanding.
All of the
issued and outstanding shares of Common Stock of SGME are duly authorized,
validly issued,
fully paid and
non-assessable, are not subject to preemptive
rights created by statute, SGME's Articles of Incorporation or Bylaws or
any
agreement to which SGME is a party or by which it is bound, and were offered
and sold in compliance with applicable state and federal securities
laws.
(b) There
are
no outstanding options, warrants,
subscriptions, calls, rights, demands, commitments, convertible securities or
other agreements or arrangements of any character or kind
whatsoever
to which
SGME is a party or by which it is bound
obligating SGME to issue, deliver or
sell, or cause to
be issued, sold or delivered,
additional shares of capital
stock of SGME or obligating SGME to grant, extend or enter into any such
option, warrant,
subscription,
call, right, demand, commitment,
convertible
security or other agreement.
(c) SGME Shares
to be sold
to the NEOLINK Stockholders,
when issued and delivered in accordance with the terms of this
Agreement, will
be duly authorized, validly issued, fully paid and
non-assessable.
5.4 Equity
Investments.
(a) As
of the date hereof, SGME has no
subsidiaries and
does not own any capital stock or have any interest in any other
corporation or
in any partnership, limited liability company or other form of
business entity,
except as set forth on Schedule 5.4 attached hereto.
(b) As of the
date of Closing, SGME will not have any
subsidiaries and
will not own any capital stock or have
any interest in
any
corporation, partnership or other form of business entity.
5.5 Financial
Statements.
(a) SGME
has delivered to NEOLINK copies of its audited
balance sheet for the fiscal years ended December 31, 2005 and
2004, along with
the related audited statements of operations, changes in stockholders' equity
and cash flows together with appropriate
notes to such financial statements,
and copies of its
unaudited balance sheet as of June 30, 2006 (the "SGME
BALANCE SHEET") and the related unaudited statements of
operations, changes
in
stockholders' equity
and cash flows for the six month period ended June 30,
2005 (collectively, the "SGME FINANCIAL STATEMENTS"). A copy of SGME's audited
financial statements
delivered to
NEOLINK pursuant to this Section 5.5 is
included in
SGME's Annual Report on Form 10-KSB for the
fiscal year
ended
December 31, 2005 on file with the Securities and Exchange
Commission ("SEC"),
and a copy of SGME's unaudited financial
statements
delivered to NEOLINK
pursuant to this Section 5.5 is included in SGME's Quarterly Report
on Form 10-
QSB for the six month
period ended June 30, 2006 filed by SGME
with the SEC.
SGME Financial
Statements have been
prepared in
accordance
with generally
accepted accounting
principles
in the United States
of America, consistently
applied, and present fairly the financial condition and results of operations
of SGME at the dates and for the periods covered by SGME Financial
Statements.
(b) The books
and records, financial and otherwise, of SGME
are in all material respects complete and correct and have
been maintained in
accordance with
sound business and bookkeeping practices
so as to accurately
and fairly reflect, in reasonable detail, the transactions and
dispositions of
the assets of SGME.
5.6 Tax Returns.
Within the times and in the manner
prescribed
by law, SGME has filed all federal, state, and local tax returns required by
law and has paid in full all taxes, including,
without limitation,
all net
income, gross receipts, sales, use, withholding, payroll, employment,
social
security, unemployment, excise and property taxes, plus applicable penalties
and interest thereon (all such items are collectively referred
to as "TAXES")
due to, or claimed to be due by, any governmental
authority. SGME
Balance
Sheet fully
accrues all current
and deferred Taxes. SGME has not been
delinquent in the
payment of
any Taxes and has no tax deficiency or claim
outstanding, proposed or assessed against it, and there is no basis for any
such deficiency
or claim. As of the Closing Date, SGME will not
have any
liability for Taxes.
5.7 Compliance
with Applicable Law.
SGME has
complied with all
laws, regulations and orders applicable to its business and has all
permits and
licenses required thereby.
5.8 Contracts
and Agreements. Except
as set forth on Schedule
5.8 attached
hereto, SGME is not a party to or bound by nor
are any of its
properties and assets subject to or bound by any contract, instrument,
lease,
license, agreement, guaranty, commitment or other arrangement.
5.9 Employees;
Employee Plans.
Except as set forth on
Schedule
5.9 attached
hereto, SGME is not a party to or bound by
any employment,
consulting, or
retainer
agreement,
or any profit-sharing, deferred
compensation, bonus,
savings, stock option, stock bonus, stock purchase,
severance, benefit, retirement, disability, insurance, vacation or any other
similar employee
benefit plans, funds, programs, agreements or
arrangements
which cover, are maintained for the benefit of, or related to any or all
current or former employees, officers or directors of SGME.
5.10 No Conflict. The execution and delivery of this
Agreement
and the consummation of the transactions contemplated herein do not and will
not conflict with or result in a breach of any term or provision
of, constitute
a default under or
result in a violation of, the Articles of Incorporation
or
Bylaws of SGME, as amended, or any agreement, contract, lease,
license, or
instrument to which SGME is a party or by which it or any of its
properties or
assets are bound.
5.11 Third Party
Consent. SGME
has obtained or prior to the
Closing will
obtain all consents required to be obtained
by SGME from third
parties in connection with the execution and delivery of this
Agreement and the
consummation of the transactions contemplated by this
Agreement.
5.12 Governmental
Consent. Except as set forth on
Schedule 5.12
attached hereto, SGME is not required to submit any notice, report, statement,
or other filing with and no consent, approval, order or authorization by any
court, administrative
agency or commission or other governmental authority is
required to
be obtained by SGME in
connection with the execution and delivery
of this Agreement and
the sale and issuance of SGME Shares
pursuant hereto,
other than (a) the filing of a Current Report on Form 8-K with the SEC in
accordance with
the rules and regulations of the
Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), and (b) such filings as may
be required
to be made under federal and applicable
state securities laws after the
issuance of SGME Shares.
<PAGE>
6.
COVENANTS
RELATING TO CONDUCT OF BUSINESS OF NEOLINK.
During the
period from
the date of this
Agreement and
continuing
until the Closing,
NEOLINK agrees (except
to the extent that SGME shall otherwise consent
in
writing) that NEOLINK shall carry on its business in the usual and ordinary
course, in substantially the same manner as heretofore
conducted.
7.
COVENANTS
RELATING TO CONDUCT OF BUSINESS OF SGME. During the
period from the date of this Agreement and continuing until the Closing, SGME
agrees (except
as expressly
contemplated by this Agreement or to the extent
that NEOLINK shall otherwise consent in writing) that:
7.1 Ordinary
Course. SGME shall carry on its business in the
usual and ordinary course, in substantially the same
manner as heretofore
conducted.
7.2 Dividends
or Other Distributions. SGME shall not and shall
not propose to (i) declare or pay any dividends on or make other
distributions
to its stockholders or upon or in respect of any shares of its capital
stock,
or (ii) purchase or obligate itself to purchase, retire or redeem
any shares of
its capital stock or other securities.
8.
ADDITIONAL
AGREEMENTS.
1.1 Access to
Information.
NEOLINK shall
afford to SGME and shall cause its
independent accountants to afford to SGME, and its accountants, counsel and
other representatives,
reasonable access
during normal business hours during
the period prior to the Closing to all information concerning
NEOLINK, as SGME
may reasonably request, provided that NEOLINK shall not be required
to disclose
any information which it is legally required to keep confidential. SGME will
not use such information for purposes other
than this Agreement and will
otherwise hold such
information
in confidence (and SGME will cause its
consultants and
advisors also to hold such information in
confidence) until
such time as such information otherwise becomes publicly available, and in
the
event of termination
of this Agreement for
any reason
SGME shall promptly
return, or cause to be returned, to the disclosing party all
documents obtained
from NEOLINK, and
any copies made of such documents, extracts and copies
thereof.
SGME shall
afford to NEOLINK and the NEOLINK
Stockholders and shall cause its independent accountants to afford to
NEOLINK
and the NEOLINK Stockholders, and their accountants, counsel and other
representatives,
reasonable access during normal business hours during the
period prior to the
Closing to
all of SGME's properties, books,
contracts,
commitments and
records and to the audit work papers and other records of
SGME's independent
accountants. During
such period, SGME shall use reasonable
efforts to furnish promptly to NEOLINK and the NEOLINK Stockholders such
information concerning
SGME as NEOLINK and the NEOLINK Stockholders may
reasonably request,
provided that SGME shall not be required to disclose any
information which it is legally required to keep confidential.
NEOLINK and the
NEOLINK Stockholders will not use such information for purposes
other than this
Agreement and will
otherwise hold such
information in confidence (and NEOLINK
and the NEOLINK
Stockholders will
cause their respective consultants and
advisors also
to hold such
information in confidence) until such time as such
information otherwise
becomes publicly available, and in the event of
termination of
this Agreement for any reason NEOLINK and the NEOLINK
Stockholders shall promptly return, or cause to be returned, to the
disclosing
party all documents obtained from SGME, and any copies made of such
documents,
extracts and copies thereof.
8.2
Communications.
Between the
date hereof and the Closing
Date, neither NEOLINK nor SGME will, without the prior written
approval of the
other party,
furnish any communication to the public if the subject
matter
thereof relates to the other party or to the transactions contemplated by
this
Agreement, except
as may be necessary, in the opinion
of their respective
counsel, to comply with the requirements of any law, governmental order or
regulation.
8.3 Securities
Laws. SGME shall take such actions
as may be
necessary to comply with the federal securities laws and the
securities laws of
all states which are applicable in connection with the issuance of SGME
Shares
pursuant to this Agreement.
<PAGE>
8.4 Payment of
Liabilities. Prior
to the Closing,
NEOLINK shall
pay or otherwise satisfy or discharge all of its debts, obligations and
liabilities of any kind whatsoever, including, without limitation, all of the
debts, obligations and liabilities set forth on Schedule 4.13
attached hereto
or reflected on the NEOLINK Financial Statements.
9.
CONDITIONS
PRECEDENT.
9.1 Conditions
to Obligations of SGME. The obligations of SGME
to consummate the transactions contemplated by this Agreement are subject to
the satisfaction on or before the date of Closing of the
following
conditions,
unless waived by SGME:
(a) List
of NEOLINK Stockholders. NEOLINK shall have
delivered to
SGME for attachment as
Exhibit A to this Agreement a true and
correct copy of a
list of the NEOLINK Stockholders who are
parties to this
Agreement and the number of NEOLINK Shares owned by each such
Stockholder, and
the total number of NEOLINK Shares set forth opposite the names of all of
the
Stockholders listed on Exhibit A shall constitute 100% of the total number of
issued and outstanding shares of Common Stock of NEOLINK
immediately prior
to
the Closing.
(b) Schedule
of Outstanding Shares. NEOLINK shall have
delivered to
SGME for attachment to
this Agreement a copy of Schedule 4.3(a)
which sets forth the
total number of issued and outstanding
shares of Common
Stock of NEOLINK immediately prior to the Closing.
(c) Minimum
Number of NEOLINK Shares. NEOLINK Stockholders
holding 100% of the issued and outstanding shares of Common Stock of NEOLINK
shall have
executed and delivered a copy of this Agreement,
all of the
outstanding NEOLINK
stock certificates, and the investment representation
letter referred to in Section 2.2 above and Exhibit C hereto.
(d)
Representations
and Warranties
of the NEOLINK
Stockholders.
The representations
and warranties of the NEOLINK Stockholders
set forth in Article 3
of this Agreement shall be true and correct in all
material respects
as of the date of this
Agreement and on the
date of the
Closing.
(e)
Representations
and Warranties
of NEOLINK. The
representations and
warranties
of NEOLINK set forth in Article
4 of this
Agreement shall be true and correct in all material respects as of the
date of
this Agreement and on the date of Closing, and SGME shall have received a
certificate to such effect signed by the Chief Executive Officer of
NEOLINK.
(f) Additional
Closing Documents.
SGME shall have received
the following documents and instruments:
Certified resolutions
of the NEOLINK Board of
Directors authorizing
the execution and delivery of this Agreement and
the
performance by NEOLINK of its obligations hereunder and attached as Schedule
9.1(f)(1) hereto.
A copy of the minutes of all meetings of the Board
of Directors of NEOLINK and attached as Schedule 9.1(f)(2)
hereto.
(3)
A copy of all
unanimous written consents effected
by the Board of Directors of NEOLINK and attached as Schedule
9.1(f)(3) hereto.
(4) A copy of the minutes of all meetings of the
stockholders of NEOLINK and attached as Schedule 9.1(f)(4)
hereto.
(5) A certificate of
good standing for
NEOLINK issued
by the Nevada Secretary of State and attached as Schedule
9.1(f)(5) hereto
dated as of a date no earlier than five (5) calendar days prior to
the Closing.
(6) A copy of all tax filings made by NEOLINK
since
its inception and attached as Schedule 9.1(f)(6) hereto.
(7) A copy of all outstanding agreements by and
between NEOLINK and any third party and attached as Schedule
9.1(f)(7) hereto.
(8) Articles
of incorporation, including all
amendments thereto,
of NEOLINK certified
by the Nevada Secretary of State and
attached as Schedule 9.1(f)(8) hereto.
(9) Bylaws
of NEOLINK certified by its Secretary
and
attached hereto as Schedule 9.1(f)(9).
(10) Such other
documents and instruments as are
