Exhibit 2.2
RESTATED EXCHANGE AGREEMENT
THIS RESTATED EXCHANGE AGREEMENT (the "Agreement"), executed on
September 18, 1998 but effective as of the 1st day of October, 1997 (the
"Effective Date"), by and among IMTEK OFFICE SOLUTIONS, a Delaware
corporation ("Imtek"), and Imtek Services Corporation, a Maryland corporation
("Services" and, together with Imtek, the "Buyer") and the undersigned
individuals, representing all of the holders (each a "Shareholder" and
collectively, the "Shareholders") of shares of common stock of ▇▇▇▇▇▇▇▇
BUSINESS PRODUCTS, INC., a Maryland corporation ("▇▇▇▇▇▇▇▇") on the Effective
Date.
WHEREAS, the parties entered into an Agreement dated October 1, 1997
which did not accurately reflect the intentions of the parties (the "October
Agreement");
WHEREAS, the parties now desire to enter into this Restated Exchange
Agreement in order to accurately memorialize the intentions of the parties
with respect to the transactions contained herein, which shall supercede the
October Agreement;
WHEREAS, this Agreement accurately reflects Buyer's desire to acquire
all 1,000,000 shares of issued and outstanding common stock of ▇▇▇▇▇▇▇▇ (the
"▇▇▇▇▇▇▇▇ Stock"), in exchange for 1,000,000 issued shares of common stock of
Imtek (the "Imtek Stock");
WHEREAS, this Agreement accurately reflects Shareholders' desire to
exchange all of their shares of ▇▇▇▇▇▇▇▇ Stock for the Imtek Stock in
accordance with the terms of this Agreement (the "Exchange Offer"); and
WHEREAS, the parties desire this Agreement to be effective as of October
1, 1997;
NOW, THEREFORE, in consideration of the mutual promises,
covenants, and representations contains herein, the receipt and sufficiency
of which the parties hereby acknowledge, the parties agree as follows:
ARTICLE 1
EXCHANGE OF SECURITIES
1.1 Issuance of Shares. Subject to all of the terms of this Agreement,
Buyer agrees to issue the Imtek Stock in exchange for the ▇▇▇▇▇▇▇▇ Stock on
the Closing Date. Stock certificates evidencing the ▇▇▇▇▇▇▇▇ Stock shall be
delivered by the Shareholders at closing to Services, duly endorsed to
Services or in blank. The Imtek Stock shall be issued to each of the
Shareholders in accordance with Exhibit 1.1 hereof on the Closing Date
against proper delivery of stock certificates evidencing the ▇▇▇▇▇▇▇▇ Stock
in accordance with the terms of this Agreement.
1.2 Exemption from Registration. The parties hereto intend that the
Imtek Stock to be issued by Imtek to the Shareholders shall be exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Act") and the rules and regulations promulgated thereunder and applicable
sections of the Maryland statutes.
1.3 Tax Free Exchange. The parties hereto intend that the exchange
herein be tax-free pursuant to Section 368 of the Internal Revenue Code of
1968. Nevertheless no revenue ruling or opinion of counsel is being sought
in this regard and such tax treatment is not a condition of closing herein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
The Shareholders hereby represent and warrant to Buyer on October 1,
1997 that, as of the Effective Date:
2.1 Organization. ▇▇▇▇▇▇▇▇ is a corporation duly organized, validly
existing, and in good standing under the laws of Maryland, has all necessary
corporate powers to own its properties and to carry on its business as now
owned and operated by it, and is duly qualified to do business and is in good
standing in each of the states where its business requires qualification.
2.2 Capital. The authorized capital stock of ▇▇▇▇▇▇▇▇
consists of 1,000,000 shares of common stock, no par value, of which
1,000,000 shares are currently issued and outstanding. The shares currently
outstanding are owned by the shareholders of ▇▇▇▇▇▇▇▇ set forth in Exhibit
1.1 hereto in the respective amounts set forth opposite their names thereon.
All of the issued and outstanding shares of ▇▇▇▇▇▇▇▇ are duly and validly
issued, fully paid, and nonassessable. There are no outstanding
subscriptions, options, rights, warrants, debentures, instruments,
convertible securities, or other agreements or commitments obligating
▇▇▇▇▇▇▇▇ to issue or to transfer from treasury any additional shares of its
capital stock of any class.
2.3 Subsidiaries. ▇▇▇▇▇▇▇▇ does not have any subsidiaries or own any
interest in any other enterprise (whether or not such enterprise is a
corporation).
2.4 Directors and Officers. Exhibit 2.4 contains the names and titles
of all directors and officers of ▇▇▇▇▇▇▇▇ as of the Effective Date.
2.5 Financial Statements. Exhibit 2.5 includes the balance sheet for
October 1, 1997.
2.6 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, Buyer
and/or its accountants and attorneys shall have the opportunity to meet with
▇▇▇▇▇▇▇▇'▇ accountants and attorneys to discuss the financial condition,
business and operations of ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ shall make available to Buyer
and/or its representatives all books and records of ▇▇▇▇▇▇▇▇. If the
transaction contemplated hereby is not
completed, all documents received by Buyer and/or its representatives shall
be returned to ▇▇▇▇▇▇▇▇ and all information so received shall be treated as
confidential.
2.7 Compliance with Laws. ▇▇▇▇▇▇▇▇ has complied with, and is not in
violation of, applicable federal, state or local statues, laws and
regulations (including, without limitation, any applicable building, zoning
or other law, ordinance or regulation) affecting its properties or the
operation of its business, except for matters which would not have a material
affect on ▇▇▇▇▇▇▇▇ or its properties.
2.8 Litigation, Claims or Assessments. Except as set forth in
Exhibit 2.8 hereto, ▇▇▇▇▇▇▇▇ is not a party to any suit, claim, assessment,
action, arbitration or legal, administrative other proceeding, or
governmental investigation pending or, to the best knowledge of ▇▇▇▇▇▇▇▇,
threatened against or affecting ▇▇▇▇▇▇▇▇ or its business, assets or financial
condition, except for matters which would not have a material affect on
▇▇▇▇▇▇▇▇ or its properties. ▇▇▇▇▇▇▇▇ is not in default with respect to any
order, writ injunction or decree of any federal, state, local or foreign
court, department, agency or instrumentality applicable to it. ▇▇▇▇▇▇▇▇ is
not engaged in any lawsuits to recover any material amount of monies due to
it except in the ordinary course of business.
2.9 Authority. The Shareholders will have full power and authority
to execute, deliver and perform this Agreement and this Agreement will be a
legal, valid and binding obligation of the Shareholders, 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.
2.10 Ability to Carry Out Obligations. The execution and delivery of
this Agreement by the Shareholders and the performance by them or their
obligations hereunder 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 ▇▇▇▇▇▇▇▇ is a party, or by which it may be bound, nor
will any other consents or authorizations of the Shareholders 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 ▇▇▇▇▇▇▇▇, or (c) an event that would result in the
creation or imposition of any material lien, charge, or encumbrance of any
asset of ▇▇▇▇▇▇▇▇.
2.11 Full Disclosure. None of the representations and warranties
made by the Shareholders herein, or in any exhibit, certificate, schedule or
memorandum furnished or to be furnished to Buyer hereunder, contains or will
contain any untrue statement of material fact or omit any material fact the
omission of which would be misleading.
2.12 Assets. ▇▇▇▇▇▇▇▇ has good and marketable title to all of its
property listed in Exhibit 2.12 hereto.
2.13 Liabilities. ▇▇▇▇▇▇▇▇ has liabilities listed in Exhibit 2.13
hereto.
2.14 Material Contracts. Except as listed in Exhibit 2.13 hereto, or
as otherwise disclosed herein, ▇▇▇▇▇▇▇▇ has no material contracts to which it
is a party or by which it is bound.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Imtek represents and warrants to each Shareholder as of the
Effective Date that:
3.1 Organization. Imtek is a corporation duly organized, validly
existing, and in good standing under the laws of Delaware, has all necessary
corporate powers to own properties and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good
standing in each of the states where its business requires qualification.
3.2 Capital. The authorized capital stock of Imtek consists of
250,000,000 shares of .000001 par value common stock, of which 5,490,565
shares of common stock will be issued and outstanding immediately prior to
the Effective Date. All of the issued and outstanding shares are duly and
validly issued, fully paid and nonassessable. There are no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating Imtek to issue or to transfer from
treasury any additional shares of its capital stock of any class as of the
Effective Date.
3.3 Subsidiaries. As of the Effective Date, Imtek has 2 wholly-owned
subsidiaries, Imtek Corporation and Imtek Services Corporation.
3.4 Directors and Officers. Exhibit 3.4 annexed hereto and hereby
incorporated herein by reference, contains the names and titles of all
directors and officers of Imtek as of the Effective Date.
3.5 Financial Statements. Exhibit 3.5 annexed hereto and hereby
incorporated herein by reference, consists of unaudited financial statements
of Imtek as of June 30, 1997 containing the balance sheets of Imtek and the
related statements of income and retained earnings for the period then ended,
and the financial statements have been prepared in accordance with generally
accepted accounting principles and practices consistently followed by Imtek
throughout the period indicated, and fairly present the financial position of
Imtek as of the dates of the balance sheets included in the financial
statements, and the results of operations for the period indicated.
3.6 Absence of Changes. Since June 30, 1997 there has not been any
change in the financial condition or operations of Imtek, except for changes
in the ordinary course of business, which changes have not in the aggregate
been materially adverse.
3.7 Absence of Undisclosed Liabilities. As of October 1, 1997, Buyer
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 Imtek's balance sheet as of June 30,
1997.
3.8 Tax Returns. Within the time and in the manner prescribed by
law, Imtek has filed all federal, state and local tax returns required by law
and has paid all taxes, assessments and penalties due and payable. The
provisions for taxes, if any, reflected in those balance sheets included in
Exhibit 3.5 are adequate for any and all federal, state, county and local
taxes for the periods ending on the date of those balance sheets and for all
prior periods, Imtek.
3.9 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein,
Shareholders shall have the opportunity to meet with Imtek's accountants and
attorneys to discuss the financial condition of Imtek and Services. Imtek
shall make available to Shareholders all books and records of Imtek and
Services which Shareholders agree to keep confidential and return to Imtek or
Services upon request.
3.10 Compliance with Laws. Imtek has complied with, and is not in
violation of, applicable federal, state 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.
3.11 Litigation. Imtek is not a party to any suit, claim, assessment,
action, arbitration, or legal, administrative, or other proceeding or
governmental investigation pending or, to the best knowledge of Imtek,
threatened against or affecting Imtek or its business, assets, or financial
condition. Imtek is not in default with respect to any order, writ,
injunction, or decree of any federal, state, local, or foreign court,
department agency, or instrumentality. Imtek is not engaged in any legal
action to recover moneys due to it except in the ordinary course of business.
3.12 Authority. The board of Directors of Imtek has authorized the
execution of this Agreement and the transactions contemplated herein, and
Imtek has full power and authority to execute, deliver and perform this
Agreement and this Agreement is the legal, valid and binding obligation of
Imtek, 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. The approval of Imtek's shareholders is
not necessary for this transaction.
3.13 Ability to Carry Out Obligations. The execution and delivery of
this Agreement by Imtek and the performance by Imtek of its
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 default under any license,
indenture, mortgage, charter, instrument, certificate of incorporation,
bylaw, or other agreement or instrument to which Imtek 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 Imtek, or (c) an event
that would result in the creation or imposition of any material lien, charge,
or encumbrance of any asset of Imtek.
3.14 Validity of Buyer Shares. The shares of Imtek Stock to be
delivered pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable.
3.15 Full Disclosure. None of the representation and warranties made
by Imtek herein, or in any exhibit, certificate or memorandum furnished or to
be furnished by Imtek, or on its behalf, contains or will contain any untrue
statement of material fact, or omit any material fact the omission of which
would be misleading as of the Effective Date.
3.16 Assets. Imtek has good marketable title to all of its property
free and clear of any and all liens, claims and encumbrances.
3.17 Material Contracts. Imtek has no material contracts to which it
is a party or by which it is bound.
3.18 Indemnification. Imtek agrees to indemnify, defend and hold the
shareholders 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 relate to
any breach of, or failure by Imtek to perform any of it representations,
warranties, covenants or agreements in this Agreement or in any schedule,
certificate, exhibit or other instrument furnished or to be furnished by
Imtek under this Agreement.
ARTICLE 4
ADDITIONAL SHAREHOLDER REPRESENTATIONS
4.1 Share Ownership. The Shareholders hold shares of ▇▇▇▇▇▇▇▇'▇
common stock as set forth in Exhibit 1.1 hereto. Such shares are owned of
record and beneficially by each holder there of, and such shares are not
subject to any lien, encumbrance or pledge. Each Shareholder holds authority
to exchange such shares pursuant to this Agreement.
4.2 Investment Intent. Each Shareholder understands and acknowledges
that the Imtek Stock is being offered for exchange in reliance upon the
exemption provided in Section 4(2) of the Securities
Act of 1933 (the "Securities Act") for nonpublic offerings; and each
Shareholder makes the following representations and warranties with the
intent that the same may be relied upon in determining the suitability of
each Shareholder as a purchaser of securities.
(a) The Imtek Stock is being acquired solely for the account of each
Shareholder, for investment purposes only, and not with a view to, or for
sale in connection with, any distribution thereof and with no present
intention of distributing or reselling any part of the Imtek Stock.
(b) Each Shareholder agrees not to dispose of his or her Imtek Stock or
any portion thereof unless and until counsel for Imtek shall have determined
that the intended disposition is permissible and does not violate the
Securities Act or any applicable state securities laws, or the rules and
regulations thereunder.
(c) Each Shareholder acknowledges that Imtek has made all documentation
pertaining to all aspects of the Exchange Offer available to him and to his
qualified representatives, if any, and has offered such person or persons an
opportunity to discuss the Exchange Offer with the officers of Imtek.
(d) Each Shareholder is knowledgeable and experienced in making and
evaluating investments of this nature and desires to accept the Exchange
Offer on the terms and conditions set forth.
(e) Each Shareholder is able to bear the economic risk of an investment,
as a result of the Exchange Offer, in the Imtek Stock.
(f) Each Shareholder understands that an investment in the Imtek Stock
is a speculative investment, is not liquid, and each Shareholder has adequate
means of providing for current needs and personal contingencies and has no
need for liquidity in this investment.
4.3 Indemnification. Each Shareholder recognizes that the offer of
the Imtek Stock to him or her is based upon the representations and
warranties set forth and contained herein and hereby agrees to indemnify, and
hold harmless Buyer against all liability, costs or expenses (including
reasonable attorney's fees) arising as a result of any misrepresentations
made herein by such Shareholder.
4.4 Legend. Each Shareholder agrees that the certificates evidencing
the Imtek Stock acquired pursuant to this Agreement will have a legend placed
thereon stating that the securities have not been registered under the Act or
any state securities laws and setting forth or referred to the restrictions
on transferability and sale of the Imtek Stock.
4.5 Release. As of the Effective Date, Shareholders do hereby release
▇▇▇▇▇▇▇▇ from all claims, debts and liabilities, except for those listed on
Exhibit 4.5 hereto, if any.
ARTICLE 5
COVENANT
5.1 Investigative Rights. From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other
party's properties, books, contracts, commitments, and records for the
purpose of examining the same. Each party shall furnish the other party with
all information concerning each party's affairs as the other party may
reasonably request.
5.2 Conduct of Business. Prior to the Closing, Imtek and ▇▇▇▇▇▇▇▇
shall each conduct its business in the normal course, and shall not sell,
pledge, or assign any assets, without the prior written approval of the other
party, except in the regular course of business. Prior to the Closing,
neither Imtek nor ▇▇▇▇▇▇▇▇ shall amend its Articles of Incorporation or
Bylaws, or declare dividends, redeem or sell stock or other securities, incur
additional or newly-funded liabilities, acquire or dispose of fixed assets,
change employment terms, enter into any material or long-term contract,
guarantee obligations of any third party, settle or discharge any balance
sheet receivable for less than its stated amount, pay more on any liability
than its stated amount, or enter into any other transaction other than in the
regular course of business.
5.3 Compliance with Securities Laws. The Shareholders acknowledge
that Imtek is subject to the SEC filing and information requirements under
the Securities Exchange Act of 1934. Shareholders shall cooperate with Imtek
in connection with any and all requirements of such Act, including, without
limitation, the preparation and filing of Form 8-K reporting the consummation
of the transaction herein and all subsequent reports and filing required by
the Act and the rules and regulations thereunder relating to the transactions
contemplated hereby in the manner and at the time required.
5.4 Change of Management. Imtek will cause new officers and directors
selected by Imtek to be elected as of the Closing Date.
ARTICLE 6
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE
6.1 Conditions. Buyer's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in
this Article VI. Buyer may waive any or all of these conditions in whole or
in part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by Buyer of any other condition of or any
of Buyer's other rights or remedies, at law or in equity, if ▇▇▇▇▇▇▇▇ shall
be in default of any of their representations, warranties, or covenants under
this Agreement.
6.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Shareholders in the
Agreement or in any written statement that shall be delivered to Buyer under
this agreement shall be true and accurate on and as of the Closing Date as
though made at that time.
6.3 Performance. ▇▇▇▇▇▇▇▇ shall have performed, satisfied, and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it, on or before the Closing
Date.
6.4 Absence of Litigation. No action, suit, or proceeding before
any court of any governmental body of authority, pertaining to the
transaction contemplated by this Agreement or to its consummation, shall
have been instituted or threatened against ▇▇▇▇▇▇▇▇ or any of the
Shareholders on or before the Closing Date.
6.5 Acceptance by ▇▇▇▇▇▇▇▇ Shareholders. The holders of an
aggregate of not less than 100% of the issued and outstanding share of
common stock of ▇▇▇▇▇▇▇▇ shall have agreed to exchange their shares for
shares of Imtek Stock in accordance with this Agreement.
6.6 Certificate. Shareholders shall have delivered to Imtek a
certificate, dated the Closing Date, and signed by the Shareholders and
the President of ▇▇▇▇▇▇▇▇, certifying that each of the conditions
specified in Sections 6.2 through 6.6 hereof have been fulfilled.
ARTICLE 7
CONDITIONS PRECEDENT TO SHAREHOLDERS' PERFORMANCE
7.1 Conditions. Shareholders' obligations hereunder shall be subject
to the satisfaction, at or before the Closing, of all the conditions set
forth in this Article 7. Shareholders may waive any or all of these
conditions in whole or in part without prior notice; provided, however, that
no such waiver of a condition shall constitute, a waiver by Shareholders of
any other condition of or any of ▇▇▇▇▇▇▇▇'▇ and Shareholders' rights or
remedies, at law or in equity, if Buyer shall be in default of any of its
representations, warranties, or covenants under this Agreement
7.2 Accuracy of Representations. Except as otherwise permitted by
this Agreement, all representations and warranties by Buyer in this Agreement
or in any written statement that shall be delivered to Shareholders by Buyer
under this Agreement shall be true and accurate on and as of the Closing Date
as though made at that time.
7.3 Performance. Buyer shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by it, on or before the Closing Date.
7.4 Absence of Litigation. No action, suit or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Buyer on or before the Closing Date.
7.5 Officers' Certificate. Imtek shall have delivered to Shareholders
a certificate, dated the Closing Date and signed by the President of Imtek
certifying that each of the conditions specified in Sections 7.2 through 7.4
have been fulfilled.
ARTICLE 8
CLOSING
8.1 Closing. The closing of this transaction shall be held at the
offices of Imtek, or such other place as shall be mutually agreed upon, on
such date as shall be mutually agreed upon by the parties but no later than
October 31, 1997. At the Closing:
(a) Each Shareholder shall present the certificates representing his
shares of ▇▇▇▇▇▇▇▇ being exchanged to Services, and such certificates will be
duly endorsed to Services or in blank.
(b) Each Shareholder shall receive a certificate or certificates
representing the number of shares of Imtek for which the shares of ▇▇▇▇▇▇▇▇
common stock shall have been exchanged.
(c) Imtek shall deliver an officer's certificate, as described in
Section 7.5 hereof, dated the Closing Date, that all representations,
warranties, covenants and conditions set forth in this Agreement on behalf of
Imtek are true and correct as of, or have been fully performed and complied
with by, the Closing Date.
(d) Buyer shall deliver a signed consent and/or Minutes of the
Directors of Imtek approving this Agreement and each matter to be approved by
the Directors of Imtek under this Agreement.
(e) Shareholders shall deliver a Shareholders' certificate, as
described in Section 6.6 hereof, dated the Closing Date, that all
representations, warranties, covenants and conditions set forth in this
Agreement on behalf of Shareholders are true and correct as of, or have been
fully performed and complied with by, the Closing Date.
ARTICLE 9
NON-COMPETE
9.1 General Non-Compete. The Shareholders listed in Exhibit 1 attached
hereto, acknowledge the receipt of Imtek Stock and other value consideration
and agree not to compete with the business of the Buyer, it successors or
assigns for a period of 5 years commencing from the date of this Agreement.
The term "not compete" with the business of the Imtek shall mean that the
Shareholders shall not directly or indirectly, or in any capacity, on behalf
of themselves or on behalf of any other firm, engage or compete in a business
substantially similar or competitive to the business of ▇▇▇▇▇▇▇▇, Imtek or
Services.
9.2 Non-Compete in the Viatical Settlement Business. The Shareholders
listed in Exhibit 1 of this Agreement, acknowledge the receipt of valuable
shares of Imtek Stock and other value consideration in exchange for
▇▇▇▇▇▇▇▇'▇ viatical settlement business and agree not to directly or
indirectly, as an owner, officer, director, employee, consultant, or
stockholder, engage in the viatical settlement business for a period of 5
years commencing with the date of this Agreement. The Shareholders
acknowledge and agree herein that the non-compete agreements described in
this Article 9 specifically prohibits any solicitation of funds, life
insurance policies or services from any companies, brokers, agents,
consultants, physicians, attorneys, hospitals, health care service providers
and medical testing laboratories listed in Exhibit 2.14. ▇▇▇▇▇▇▇▇'▇ viatical
settlement business shall mean the origination, buying, funding, servicing,
and selling of life insurance policies owned by terminally ill individuals.
ARTICLE 10
MISCELLANEOUS
10.1 Headings. The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be
deemed to define, limit, or add to the meaning of any provision of this
Agreement.
10.2 No Oral Change. This Agreement and any provision hereof, may not
be waived, changed, modified, or discharged orally, but it can be changed by
an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
10.3 Non-Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressed in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to
insist in any one or more cases upon the performance of any of the
provisions, covenants, or conditions of this Agreement or to exercise any
option herein contained shall not be construed as a waiver or relinquishment
for the future of any such provisions, covenants, or conditions, (ii) the
acceptance of performance of anything required by this Agreement to be
performed with knowledge of the breach or failure of a covenant, condition,
or provision hereof shall not be deemed a waiver of such breach or failure,
and (iii) no waiver by any party of one breach by another party shall be
construed as a waiver with respect to any other subsequent breach.
10.4 Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
10.5 Entire Agreement. This Agreement contains the entire Agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings.
10.6 Choice of Law. This Agreement and its application shall be
governed by the laws of the State of Maryland.
10.7 Counterparts. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
10.8 Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall be deemed
to have been duly given on the date of service if served personally on the
party to whom notice is to be given, or on the third day after mailing if
mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, and properly addressed as follows:
If to Services or Imtek:
Imtek Office Solutions, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to ▇▇▇▇▇▇▇▇ or the Shareholders:
Shareholders: C/O Beneficial Assistance
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10.9 Binding Effect. This Agreement shall insure to and be binding
upon the heirs, executors, personal representatives, successors and assigns
of each of the parties to this Agreement.
10.10 Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other
and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein. .
10.11 Announcements. Buyer and Shareholders will consult and cooperate
with each other as to the timing and content of any announcements of the
transactions contemplated hereby to the general public or the employees,
customers or suppliers.
10.12 Expenses. Each party will pay its own legal, accounting and
any other out-of-pocket expenses reasonably incurred in connection with this
transaction, whether or not the transaction contemplated hereby is
consummated.
10.13 Survival of Representations and Warranties. The representation,
warranties, covenants and agreements of the parities set forth in this
Agreement or in any instrument, certificate, opinion, or other writing
providing for in it, shall survive the Closing irrespective of any
investigation made by or on behalf of any party.
10.14 Exhibits. As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided herein above, including any
items referenced therein or required to be attached thereto. Each of the
Exhibits shall be deemed incorporated herein by reference and to be part of
this Agreement. Any material changes to the information set forth in the
Exhibits prior to the Closing Date shall be immediately disclosed to the
other party.
AGREED TO AND ACCEPTED as of the date first above written.
IMTEK OFFICE SOLUTIONS, INC. ▇▇▇▇▇▇▇▇ BUSINESS PRODUCTS, INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - President
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - President
IMTEK SERVICES CORPORATION
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - President ▇▇▇▇ ▇▇▇▇▇▇▇▇
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