STOCK PURCHASE AGREEMENT BETWEEN EGPI FIRECREEK, INC. EGPI FIRECREEK ACQUISITION COMPANY, INC. AND E-VIEWS SAFETY SYSTEMS, INC.
BETWEEN
EGPI
FIRECREEK ACQUISITION COMPANY, INC.
AND
E-VIEWS
SAFETY SYSTEMS, INC.
THIS
STOCK PURCHASE AGREEMENT (the “AGREEMENT”) is dated as of the 20th day of
July, 2010, by and among EGPI FIRECREEK, INC., a Nevada corporation (“EGPI”),
EGPI FIRECREEK ACQUISITION COMPANY, INC., a Nevada corporation (the “EGPI
Subsidiary”), E-VIEWS SAFETY SYSTEMS, INC., a Nevada corporation
(“Views”).
WHEREAS,
E-ViEWS desires to sell to the EGPI Subsidiary and the EGPI Subsidiary desires
to purchase from E-ViEWS an amount of the shares of the E-ViEWS Common Stock, so
that following the completed purchase as described herein, the EGPI Subsidiary
will own the percent of the issued and outstanding shares of the
E-ViEWS Common Stock as hereinafter set forth; and
WHEREAS,
E-ViEWS is hereinafter sometimes referred to as the
“Seller”;
NOW,
THEREFORE, in consideration of the foregoing and the following mutual covenants
and agreements, the parties hereto agree as follows:
1. Sale of the E-ViEWS Common
Stock. Upon the terms and conditions set forth in this
Agreement, E-ViEWS shall issue, sell, assign, and transfer to the EGPI
Subsidiary, free and clear of all liens and encumbrances and the EGPI
Subsidiary, upon the basis of the covenants, warranties and representations of
E-ViEWS set forth herein, shall purchase from E-ViEWS at the Closing shares of
the E-ViEWS Common Stock, as follows:
a. On
any date selected by EGPI upon i) ten days written notice to Seller that is not
later than December 1, 2010 (the “Second Closing Date”) ,
ii) the receipt of consideration as outlined herein Section 2. a. i.-v., and
iii) upon receipt of four million seven hundred fifty thousand ($4,750,000),
and,
b. Further
as outlined herein Section 2. b., E-ViEWS shall issue and deliver to the EGPI
Subsidiary a number of shares of the E-ViEWS Common Stock equal to thirty
percent (30%) of the then issued and outstanding shares of the E-ViEWS Common
Stock, following the issance of shares to the EGPI Subsidiary (the “Initial
Issuance”).
c. With
respect to discussion in Section 1. a. iii) above, the aggregate total of
payment of ($2,375,000) will be due on October 15, 2010 and Second Payment of
($2,375,000) will be due on November 15, 2010. Default deadline for these two
payments is December 1, 2010. Upon each payment received, E-ViEWS shall deliver
to the EGPI Subsidiary the proportionate number of shares on a pro rata basis of
the E-ViEWS Common Stock as specified in Section 1. a.
d. At
any time within eighteen (18) months following the Initial Issuance selected by
EGPI upon not less than ten (10) days written notice to Seller ( the
“Third Closing Date”), E-ViEWS shall issue and deliver to the EGPI
Subsidiary that number of shares of the E-ViEWS Common Stock (the “Third
Issuance”), so that as a result of the Second Issuance, the EGPI Subsidiary will
own fifty one percent (51%) of the then issued and outstanding shares of the
E-ViEWS Common Stock.
2. Purchase
Price. Subject to the terms of this Agreement and in reliance
on the representations and warranties of E-Views, in full consideration for the
purchase of the Initial Issuance and the Second Issuance of the E-Views Common
Stock , the EGPI Subsidiary shall pay E-Views (the “Purchase Price”), as
follows:
a. The
sum of two hundred and fifty thousand dollars ($250,000) ( the “Initial
Payment”) on or before the 15th day of
August, 2010 ( the “Initial Closing Date”) payable as
follows:
1
i.
$25,000 on or before the 21st day of
July, 2010 in consideration for which the distribution rights (“Distribution
Rights”) to the territories (State of Florida) identified in Section 1 of
Appendix B of Attachment 4 shall be vested for the term of the agreement
attached as Attachment 4 (“First Vested Distribution Rights”).
ii. $25,000
on or before July 27th, 2010 in consideration for which the Distribution Rights
to the territories (State of Alabama) identified in Section 2 of Appendix B of
Attachment 4 shall be vested for the term of the agreement attached as
Attachment 4(“Second Vested Distribution Rights”).
iii. $50,000
on or before August 4th, 2010
in consideration for which the Distribution Rights to the territories (States of
Louisiana & North Carolina)identified in Section 3 of Appendix B of
Attachment 4 shall be vested for the term of the agreement attached as
Attachment 4 (“Third Vested Distribution Rights”).
iv. $150,000
on or before August 15th, 2010
in consideration for which all of the Distribution Rights to the territories
(Rights to England & Ireland) identified in Appendix B of
Attachment 4 shall be vested for the term of the agreement attached as
Attachment 4 (“All Distribution Rights”).
v. Each
of the foregoing payments shall be paid by wire transfer of immediately
available funds to an account identified by E-Views. EGPI shall have the right
to extend the due date of any of the foregoing payments by Seven (7) business
days (the “Extension Period”). After expiration of the Extension
Period Seller shall have the right to cancel this Agreement at any time in which
event, notwithstanding any other provision of this Agreement to the
contrary, except as provided in Section 2(d), all remaining rights
and obligations of all Parties hereunder shall terminate and this Agreement
shall be of no further force or effect.
b. The
consideration for the Initial Issuance (see Section 1. a., b., and c.
hereinabove) shall be the sum of four million seven hundred and fifty thousand
dollars ($4,750,000) payable at the Second Closing Date, by wire transfer of
immediately available funds to an account identified by E-Views. EGPI shall have
the right to extend the Second Closing Date by seven (7) business days (the
“Second Extension Period”). After expiration of the Second Extension
Period Seller shall have the right to cancel this Agreement at any time in which
event, notwithstanding any other provision of this Agreement to the contrary,
all remaining rights and obligations of all Parties hereunder shall terminate
and this Agreement shall be of no further force or effect.
c. The
consideration for the Second Issuance shall be the sum of ten million
dollars ($10,000,000) payable at the Third Closing
Date by wire transfer of immediately available funds to an account
identified by E-Views as follows:
|
|
(i)
|
One
Million Seven Hundred and Fifty Thousand Dollars ($1,750,000) within 90
days after the Closing of the Initial
Issuance;
|
|
|
(ii)
|
One
Million Seven Hundred and Fifty Thousand Dollars ($1,750,000) within 90
days after the payment described in Section 2(c)
(i);
|
|
|
(iii)
|
One
Million Seven Hundred and Fifty Thousand Dollars ($1,750,000) within 90
days after the payment described in Section 2(c)
(ii)
|
|
|
(iv)
|
One
Million Seven Hundred and Fifty Thousand Dollars ($1,750,000) within 90
days after the payment described in Section 2(c)
(iii);
|
|
|
(v)
|
One
Million Seven Hundred and Fifty Thousand Dollars ($1,750,000) within 90
days after the payment described in Section 2(c)
(iv);
|
|
|
(vi)
|
One
Million Seven Hundred and Fifty Thousand Dollars ($1,750,000) within 90
days after the payment described in Section 2(c)
(v);
|
2
d. Notwithstanding
any other provisions of this Agreement to the contrary, if any payment set forth
in Section 2(a) or 2(c) is not paid within 7 days of the due date, such failure
shall not be considered a default of any provision of this Agreement provided
however in such event Seller’s sole remedy shall be to terminate this Agreement
whereupon EGPI shall, in the event of termination, retain all Vested First,
Second, Third and All Distribution Rights and all right, title and interest in
and to the Second Issuance according to the following schedule:
i. After
the payment described in Section 2(c) (ii) EGPI one sixth of the Second
Issuance.
ii. After
the payment described in Section 2(c) (iii) EGPI one third of the Second
Issuance.
iii. After
the payment described in Section 2(c) (iv) EGPI one half of the Second
Issuance.
iv. After
the payment described in Section 2(c) (v) EGPI two thirds of the Second
Issuance.
v. After
the payment described in Section 2(c) (vi) EGPI 100% of the Second
Issuance.
3. Repurchase of Shares of the
E-Views Common Stock. E-Views shall have the right to
repurchase up to eleven percent (11%) of the shares of the E-Views Common Stock
sold hereunder pursuant to the Repurchase Agreement attached hereto as
Attachment 3.
4. Distribution
Agreement. At the time of the Closing of the Initial Payment,
E-Views and the EGPI Subsidiary shall execute that certain exclusive
Distribution Agreement, a copy of which is attached hereto as Attachment 4. In
the event of any conflict between the terms of Attachment 4 and this Agreement,
the terms of this Agreement shall control.
5. Guarantee of
Performance. By the execution of this Agreement, EGPI shall be
deemed to have guaranteed the performance of all obligations of the EGPI
Subsidiary hereunder.
6. Shareholder
Agreement. Upon the Initial Issuance, the Parties shall enter
into the Shareholder Agreement attached hereto as Attachment 6 which in addition
to provisions customarily found in such agreements shall provide it shall
survive termination of this Agreement for any reason.
7. Representations and
Warranties of E-Views. Where a representation contained in
this Agreement is qualified by the phrase “to the best knowledge of E-Views ”
(or words of similar import), such expression means that, after having conducted
a due diligence review, E-Views believe the statement to be true, accurate, and
complete in all material respects. Knowledge shall not be imputed nor
shall it include any matters which such person should have known or should have
been reasonably expected to have known. E-Views represent and warrant
to EGPI and the EGPI Subsidiary as follows:
(a) Power and
Authority. E-Views has full power and authority to execute,
deliver, and perform this Agreement and all other agreements, certificates or
documents to be delivered in connection herewith, including, without limitation,
the other agreements, certificates and documents contemplated hereby
(collectively the “Other Agreements”).
(b) Binding
Effect. Upon execution and delivery by E-Views , this
Agreement and the Other Agreements shall be and constitute the valid, binding
and legal obligations of E-Views , enforceable against E-Views in accordance
with the terms hereof and thereof, except as the enforceability hereof or
thereof may be subject to the effect of (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors’ rights generally, and (ii) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).
3
(c) Effect. Neither
the execution and delivery of this Agreement or the Other Agreements nor full
performance by E-Views of its obligations hereunder or thereunder
will violate or breach, or otherwise constitute or give rise to a default under,
the terms or provisions of the Articles of Incorporation or Bylaws of Views or,
subject to obtaining any and all necessary consents, of any contract, commitment
or other obligation of E-Views or necessary for the operation of E-Views’
business (the “Business”) following the Closing or any other material contract,
commitment, or other obligation to which E-Views is a party, or create or result
in the creation of any encumbrance on any of the property of
E-Views. Except as otherwise disclosed to EGPI before the date of
this Agreement and disclosed on any Schedule 7(c)
attached hereto, E-Views is not in violation of its Articles of Incorporation,
its Bylaws, or of any indebtedness, mortgage, contract, lease, or other
agreement or commitment.
(d) No
Consents. No consent, approval or authorization of, or
registration, declaration or filing with any third party, including, but not
limited to, any governmental department, agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing Date, be obtained or made by E-Views prior to the Closing
Date to authorize the execution, delivery and performance of this Agreement or
the Other Agreements.
(e) Capitalization. E-Views
is authorized by its Articles of Incorporation to issue 250,000,000 shares of
the E-Views Common Stock. As of the date of this Agreement, there are
36,500,000 shares of the E-Views Common Stock duly and validly issued and
outstanding, fully paid, and non-assessable. Except as described on Exhibit 7(e)
there are no outstanding options, contracts, commitments, warrants preemptive
rights, agreements or any rights of any character affecting or relating in any
manner to the issuance of the E-Views Common Stock.
(f) E-Views Common Stock
Ownership. E-Views has or shall have at the time of issuance
good, absolute, and marketable title to the shares of the E-Views Common Stock
as described herein, E-Views has the complete and unrestricted right,
power and authority to issue and sell its shares of the E-Views Common Stock
pursuant to this Agreement. The delivery of the E-Views Common Stock
as herein contemplated will vest in EGPI good, absolute and marketable title to
the shares of the E-Views Common Stock as described herein, free and clear of
all liens, claims, encumbrances, and restrictions of every kind. EGPI is aware
that EGPI must bear the economic risk of their investment in the Common stock
for an indefinite period of time because the Common Stock has not been
registered under the 1933 Act, as amended, or under the securities laws of any
state, and therefore cannot be sold unless they are subsequently registered
under the 1933 Act, as amended, and any applicable state securities laws or
unless an exemption from such registration is available and, further that only
the Company can take action to register the Common Stock and the Company, other
than as set forth in the Private Placement Memorandum, is under no obligation,
and does not propose to attempt to do so. EGPI recognizes that no federal or
state agency has passed upon the Common Stock to date or made any finding or
determination as to the fairness of an investment in the Common
Stock.
EGPI
understands and agrees that the following restrictions and limitations imposed
by Rule 502 of Regulation D under the ‘1933 Act’, as amended, and by applicable
state securities laws, are applicable to their purchase and resale, assignment,
pledge, hypothecation or other transfer of the Common Stock:
|
|
(i)
|
EGPI
agrees that the Common Stock shall not be sold, assigned, pledged,
hypothecated or otherwise transferred unless said Common Stock is
registered under the 1933 Act, as amended, and applicable state securities
laws or unless an exemption from such registration is
available.
|
|
|
(ii)
|
A
legend in substantially the following form will be placed on any
certificate(s) or other document(s) evidencing the shares of Common
Stock:
|
THE
SECURITIES EVIDENCED HEREBY MAY NOT BE TRANSFERRED WITHOUT (i) THE OPINION OF
COUNSEL SATISFACTORY TO THIS CORPORATION THAT SUCH TRANSFER MAY LAWFULLY BE MADE
WITHOUT REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR
(ii) SUCH REGISTRATION.
|
|
(iii)
|
Stop
transfer instructions have been or will be issued with respect to the
Common Stock so as to restrict the resale, assignment, pledge,
hypothecation or other transfer
thereof.
|
(g) Organization and Standing of
E-Views. E-Views is a duly organized and validly existing
Nevada corporation in good standing, with all requisite corporate power and
authority to carry on the Business as presently conducted in each of the
jurisdictions where it is currently doing business.
4
(h) Employees. On
the date of this Agreement, E-Views has 7 employees.
(i) Financial
Statement. E-Views has furnished EGPI an unaudited
balance sheet of Views as of December 31, 2008, and the related statement of
income and retained earnings for the period covered thereby, and an unaudited
balance sheet of E-Views as of October 31, 2009, and the related statement of
income and retained earnings for the period covered thereby (collectively, the
“Financial Statement”). The Financial Statement (i) is in accordance
with the books and records of E-Views; (ii) fairly presents the financial
condition of E-Views at such dates and the results of its operations for the
periods therein specified; (iii) was prepared in accordance with generally
accepted accounting principles applied upon a basis consistent with prior
accounting periods; and (iv) with respect to all contracts and commitments of
E-Views, reflects adequate reserves for all reasonably anticipated losses and
costs in excess of anticipated income. Specifically, but not by way
of limitation, the Financial Statement discloses all of the debts, liabilities,
and obligations of any nature (whether absolute, accrued, contingent, or
otherwise and whether due or to become due) of E-Views on the dates therein
specified (except such debts, liabilities, and obligations as are not required
to be reflected therein in accordance with generally accepted accounting
principles).
(j) Present
Status. Since the dates reflected on the Financial Statement,
E-Views has not (i) incurred any material obligations or material liabilities,
absolute, accrued, contingent, or otherwise, except current trade payables; (ii)
discharged or satisfied any liens or encumbrances, or paid any obligations or
liabilities, except current Financial Statement liabilities and current
liabilities incurred since the dates reflected on the Financial Statement, in
each case, in the ordinary course of business; (iii) declared or made any
stockholder payment or distribution or purchased or redeemed any of its
securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien,
encumbrance, or charge any of its assets except as shall be removed prior to or
at the Closing Date; (v) canceled any debt or claim; (vi) sold or transferred
any assets of a material value except sales from inventory in the ordinary
course of business; (vii) suffered any damage, destruction, or loss (whether or
not covered by insurance) materially affecting its properties, business, or
prospects; (viii) waived any rights of a material value; (ix) entered into any
transaction other than in the ordinary course of business. Further,
since the dates reflected on the Financial Statement, there has not been any
change in or any event or condition (financial or otherwise) affecting the
property, assets, liabilities, operations, or prospects of E-Views, other than
changes in the ordinary course of its business, none of which has (either when
taken by itself or taken in conjunction with all other such changes) been
materially adverse.
(k) Tax Returns and
Audits. Except as described on Exhibit 7 (k) pertaining to an
agreement with between E-Views and the Internal Revenue Service for monthly
payments of delinquent taxes, as of the date of this Agreement,
E-Views has duly filed all federal, state, and local tax returns as required to
be filed by it (including, but not limited to, all payroll or other employment
related tax returns), and has paid all federal, state and local taxes,
including, but not limited to all payroll and employment taxes, required to be
paid with respect to the periods covered by such returns. E-Views has
not been delinquent in the payment of any tax, assessment, or governmental
charge, and has not had any tax deficiencies proposed or assessed against it and
has not executed any waiver of the statute of limitations on the assessment or
collection of any tax.
(l) Litigation. Other
than as reflected on Schedule 7 (l)
attached hereto, E-Views is not a party to any pending or
threatened litigation, arbitrations, claims, governmental or other
proceedings (formal or informal), or investigations pending, threatened, or in
prospect with respect to Views, or any of its Business, properties,
or assets. . E-Views is not affected by any present or threatened
strike or other labor disturbance or, to the knowledge of E-Views, is any union
attempting to represent any employee of E-Views as collective bargaining
agent. E-Views is not in violation of, or in default with respect to,
any law, rule, regulation, order, judgment, or decree; nor is E-Views required
to take any action in order to avoid such a violation or default.
(m) Compliance with Laws and
Regulations. Except as otherwise disclosed in Schedule 7(m)
attached hereto, to the knowledge of E-Views , E-Views is in material
compliance, with all laws, ordinances, codes, restrictions, regulations
(environmental and otherwise) and other legal requirements applicable to the
conduct of the Business, the noncompliance with which would be likely to have a
material adverse effect on the Business; and there are no lawsuits or
proceedings pending or, to their knowledge, threatened with respect to the
foregoing.
5
(n) No
Defaults. Other than as reflected on Schedule 7 (n)
attached hereto, to the knowledge of E-Views , E-Views is not in default under
any provision, of any lease, contract, commitment, obligation, note, bond,
debenture, mortgage, indenture, security agreement, guaranty, or other
instrument of indebtedness, and no existing condition exists which, with the
giving of notice or the passage of time, or both, would constitute such a
default, in either case, which default is or would be likely to have a material
adverse effect on the Business.
(o) Permits and
Approvals. Except as otherwise disclosed on Schedule 7(o)
attached hereto, to the knowledge of E-Views , E-Views has all permits and
approvals required for the conduct of the Business and is not in material
default under any permit, approval or qualification, which default is likely to
have a material adverse effect on E-Views or the Business, nor is there any
existing condition which, with the giving of notice or the passage of time, or
both, would constitute such a material default; (ii) other than those items
listed on Schedule
7(o) attached hereto.
(p) Patents and
Trademarks. To the best of the knowledge of E-Views , E-Views
owns, possesses and has good title to all of the copyrights, trademarks,
trademark rights, patents, patent rights, and licenses necessary in the conduct
of the Business. To the best of the knowledge of E-Views , E-Views is
not infringing upon or otherwise acting adversely to the rights of any person,
under, or in respect to, any copyrights, trademarks, trademark rights, patents,
patent rights, or licenses owned by any person or entity, and there is no claim
or pending or threatened action with respect thereto. E-Views has the
unrestricted right to use (free and clear of any rights or claims of others) all
trade secrets, customer lists, manufacturing and other processes incident to the
manufacture, use or sale of any and all products presently sold by
it.
(q) Absence of Certain Changes
or Events. Since October 31, 2009, there has not been any
change in or any event or condition (financial or otherwise) affecting the
property, assets (including cash and all accounts receivable), liabilities,
operations, or prospects of E-Views, other than changes in the ordinary course
of its business, none of which has (either when taken by itself or taken in
conjunction with all other such changes) been materially adverse.
(r) Purchase and Outstanding
Bids. No purchase commitments of E-Views are in excess of
normal, ordinary, and usual requirements of its business, or were made at any
price in excess of the then current market price or contained terms and
conditions more onerous than those usual and customary in the
industry.
(s) Insurance
Policies. There are in full force all policies of fire,
liability, and other forms of insurance pertaining to the properties and assets
of E-Views. Such policies are in an amount and against such losses
and risks as are generally maintained by comparable businesses.
(t)
Compensation of Officers and
Others. Since October 31, 2009, there has not been any change
in any compensation, commission, bonus, or other remuneration payable to any
officer, director, agent, employee, or consultant of E-Views, other than in the
ordinary course of business.
(u) Inventory. The
inventory of E-Views which is reflected on the Financial Statement and all
inventory items which have been acquired since October 31, 2009, consists of
goods of such quality and in such quantities as are salable in the ordinary
course of its business with normal markup at prevailing market
prices. Each item of the inventory was valued at the then current
cost, if possible, and if not, at the then current manufacturer’s regular cost
sheet available to distributors. Since October 31, 2009, E-Views has
continued to replenish its inventory in a normal and customary manner consistent
with the prior and prudent practice prevailing in the business of
E-Views.
(v) Schedule of
Assets. As disclosed on Schedule 7(v)
attached hereto, is a schedule of assets owned by E-Views containing (i) a true
and complete listing of all property owned by E-Views; (ii) a true and complete
legal description of all real properties in which E-Views has a leasehold
interest, together with a description of each indenture, lease, sublease, or
other instrument under which E-Views claims or holds such leasehold interest,
each of which is a good and valid leasehold interest, and all of which are in
effect and enforceable according to their respective terms; (iii) a true and
complete list of all patents, patent applications, patent licenses, trademarks,
trademark registrations, and applications therefore, trade names, copyrights,
and copyright registrations and applications therefore owned by
E-Views.
6
(w) Labor
Matters. Except as disclosed in Schedule 7(w) hereto,
to the best of the knowledge of E-Views, E-Views is in material compliance with
all applicable laws, rules or regulations respecting employment and employment
practices, terms and conditions of employment and wages and hours, and E-Views
has not engaged in any unfair or illegal labor practice which has not been
remedied as of the date hereof. There is no unfair labor practices
complaint or charge of employment discrimination pending or, to the best of the
knowledge of E-Views, threatened in writing against E-Views with respect to any
of the employees before the National Labor Relations Board, if applicable, the
Equal Employment Opportunity Commission, or any other state, federal or local
court or governmental board, agency or commission. There is no labor
strike, dispute, work slowdown, work stoppage or other job action pending or, to
the best of the knowledge of E-Views, threatened against E-Views.
(x) Compliance with Law and
Other Instruments. The business and operations of E-Views have
been and are being conducted in accordance with all applicable laws, rules and
regulations of all authorities, except those which do not (either individually
or in the aggregate) materially and adversely affect E-Views.
(y) Contracts. Other
than as disclosed on Schedule 7(y) attached hereto, to the best knowledge of
E-Views, E-Views has in all respect performed all obligations required to be
performed to date, and is not in material default in any respect under any of
the contracts, agreements, leases, documents, or other commitments to which it
is a party or otherwise bound or affected. All parties have material contracts
with Views are in material compliance therewith, and are not in material default
thereunder.
(z) Authority to Sell. E-Views
has all requisite power and authority to execute, deliver, and perform
this Agreement. All necessary corporate proceedings of E-Views have
been duly taken to authorize the execution, delivery, and performance of this
Agreement by E-Views. This Agreement has been duly authorized,
executed and delivered by E-Views; is the legal, valid, and binding obligation
of E-Views; and is enforceable as to it in accordance with its terms subject to
any laws relating to bankruptcy or any other similar laws. No consent,
authorization, approval, order, license, certificate, or permit of or from, or
declaration of filing with, any federal, state, local, or other governmental
authority or any court or other tribunal is required by E-Views for the
execution, delivery, or performance of this Agreement by E-Views. No
consent of any party to any contract, agreement, instrument, lease, license,
arrangement, or understanding to which E-Views is a party, or to which any of
its properties or assets are subject, is required for the execution, delivery or
performance of this Agreement; and the execution, delivery, and performance of
this Agreement will not violate, result in a breach of, conflict with, or (with
or without the giving of notice or the passage of time or both) entitle any
party to terminate or call a default under any contract, agreement, instrument,
lease, license, arrangement, or understanding, or violate or result in a breach
of any term of the articles of incorporation (or other charter document) or
bylaws of E-Views or violate, result in a breach of, or conflict with any law,
rule, regulation, order, judgment, or decree binding on Views or to which any of
its operations, business, properties, or assets are subject.
(aa) Records. The
books of account and minute books of E-Views are complete and correct, and
reflect all those transactions involving its business which properly should have
been set forth in such books.
(bb) Representations and
Warranties True and Complete. All representations and
warranties of E-Views in this Agreement and the Other Agreements are true,
accurate and complete in all material respects as of the Closing
Date.
(cc) No Knowledge of
Default. E-Views has no knowledge that any
representations and warranties of EGPI and the EGPI Subsidiary contained in this
Agreement or the Other Agreements are untrue, inaccurate or incomplete or that
EGPI and the EGPI Subsidiary are in default under any term or provision of this
Agreement or the Other Agreements.
(dd) No Untrue
Statements. No representation or warranty by E-Views in this
Agreement or in any writing furnished or to be furnished pursuant hereto,
contains or will contain any untrue statement of a material fact, or omits, or
will omit to state any material fact required to make the statements herein or
therein contained not misleading.
(ee) Reliance. The
foregoing representations and warranties are made by E-Views with the knowledge
and expectation that EGPI and the EGPI Subsidiary are placing complete reliance
thereon.
7
8. Representations and
Warranties of EGPI and the EGPI Subsidiary. Where a
representation contained in this Agreement is qualified by the phrase “to the
best knowledge of EGPI and the EGPI Subsidiary” (or words of similar import),
such expression means that, after having conducted a due diligence review, EGPI
and the EGPI Subsidiary believe the statement to be true, accurate, and complete
in all material respects. Knowledge shall not be imputed nor shall it
include any matters which such person should have known or should have been
reasonably expected to have known. EGPI and the EGPI Subsidiary
hereby represent and warrant to E-Views as follows:
a. Power and
Authority. EGPI and the EGPI Subsidiary have full power and
authority to execute, deliver and perform this Agreement and the Other
Agreements.
b. Binding
Effect. Upon execution and delivery by EGPI and the EGPI
Subsidiary, this Agreement and the Other Agreements shall be and constitute the
valid, binding and legal obligations of EGPI and the EGPI Subsidiary enforceable
against them in accordance with the terms hereof or thereof, except as the
enforceability hereof and thereof may be subject to the effect of (i) any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors’ rights generally, and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
c. No
Consents. No consent, approval or authorization of, or
registration, declaration or filing with any third party, including, but not
limited to, any governmental department, agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing Date, be obtained or made by EGPI and the EGPI Subsidiary
prior to the Closing Date to authorize the execution, delivery and performance
by EGPI and the EGPI Subsidiary of this Agreement or the Other
Agreements.
d. SEC
Filings. All filings of EGPI with the Securities and Exchange
Commission are available on the ▇▇▇▇▇ website maintained by the Securities and
Exchange Commission.
e. Representations and
Warranties of True and Complete. All representations and
warranties of EGPI and the EGPI Subsidiary in this Agreement and the Other
Agreements are true, accurate and complete in all material respects as of the
Closing Date.
f. No Knowledge of
Default. EGPI and the EGPI Subsidiary have no knowledge that
any of the representations and warranties of E-Views contained in
this Agreement or the Other Agreements are untrue, inaccurate or incomplete in
any respect or that E-Views is in default under any term or provision of this
Agreement or the Other Agreements.
g. No Untrue
Statements. No representation or warranty by EGPI and the EGPI
Subsidiary in this Agreement or in any writing furnished or to be furnished
pursuant hereto, contains or will contain any untrue statement of a material
fact, or omits, or will omit to state any material fact required to make the
statements herein or therein contained not misleading.
h. Reliance. The
foregoing representations and warranties are made by EGPI and the EGPI
Subsidiary with the knowledge and expectation that E-Views is placing complete
reliance thereon.
9. Actions of E-Views Pending
the Closing Date. E-Views agrees that from the date hereof
until the Closing Date:
(a) Operations. E-Views
will use its best efforts to cause E-Views to (i) be operated in
keeping with its customary practices and in compliance with all applicable laws,
rules and regulations; and (ii) not engage in any transaction or make any
commitment or expenditure, not in the ordinary course of business.
(b) No Change in Corporate
Charter. No change will be made in the Articles of
Incorporation or Bylaws of E-Views.
(c) No
Default. E-Views shall timely pay and/or not suffer any
default with respect to any of its contracts, commitments or
obligations. E-Views shall also continue to pay as they become due
all accounts payable of E-Views.
8
(d) Banking
Relations. No change will be made affecting the banking and
safe deposit arrangements of E-Views.
(e) Insurance. E-Views
shall keep all of its property and assets covered hereby insured in accordance
with the present practice, and maintain, preserve and keep all improvements on
its properties, all equipment, machinery and other personal property covered
hereby in reasonably good condition and state of repair, reasonable wear
excepted.
(f) Access to
Records. E-Views shall cause E-Views to afford EGPI and their
attorneys, accountants, investment bankers and other representative’s access,
during normal business, to all of its business operations, properties, books,
files, and records, and will cooperate in their examination
thereof. No such examination, however, shall constitute a waiver or
relinquishment by EGPI and the EGPI Subsidiary of their right to rely upon
covenants, representations, and warranties of E-Views made herein or
pursuant hereto. Until the Closing Date or the termination of this
Agreement, whichever shall occur first, and after the termination of this
Agreement in the event this Agreement does not close, EGPI and the EGPI
Subsidiary will hold in confidence all information so obtained by EGPI and the
EGPI Subsidiary as a result of such examination.
(g) Compliance. E-Views
shall cause its officers and employees to comply with all applicable provisions
of this Agreement.
10. Conditions Precedent to
Obligations of EGPI and the EGPI Subsidiary. All obligations
of EGPI and the EGPI Subsidiary under this Agreement are subject to the
fulfillment, prior to or at the Closing Date, of the following conditions which
must be satisfied as herein specified. In connection with any item to
be furnished by Views prior to the Closing Date to EGPI under this
Paragraph 15, each such item shall be furnished within five days from the date
hereof, and EGPI, as well as the counsel of EGPI, must be reasonably satisfied
with any such item within 10 days after receipt of any such item. If
EGPI, or the counsel of EGPI, is not reasonably satisfied within 10 days after
receipt of any such item to be furnished under this Paragraph 15, then EGPI may,
at its sole option, declare that this Agreement is null and void, whereupon no
party shall have any liability to the other hereunder or in connection with any
other instrument executed in connection with the transactions contemplated
herein. As used herein, the term “reasonably satisfied” shall mean
that if any item furnished under this Paragraph 15 is not at material variance
with information previously furnished to EGPI or if such item is as specified in
this Paragraph 15, then the conditions of this Paragraph 15 shall be deemed to
have been satisfied. Such conditions are as follows:
(a) Representations and
Warranties True at the Closing Date. The representations and
warranties of E-Views herein shall be deemed to have been made again as of the
Closing Date, and then be true and correct, subject to any changes contemplated
by this Agreement. E-Views shall have performed all of the
obligations to be performed by them hereunder on or prior to the Closing
Date.
(b) Proof of
Authority. EGPI’s counsel shall have received evidence
reasonably sufficient to such counsel that E-Views has all requisite
authorizations necessary for consummation by E-Views of the
transactions contemplated hereby, and there has not been issued, and there is
not in effect, any injunction or similar legal order prohibiting or restraining
consummation of any of the transactions herein contemplated, and no legal or
governmental action, proceeding or investigation which might reasonably be
expected to result in any such injunction or order is pending.
(c) Deliveries at the Closing
Date. E-Views shall have delivered to EGPI at the
Closing Date all of the documents required to be delivered
hereunder.
(d) Additional Financial
Statement. E-Views shall have delivered to EGPI an
unaudited balance sheet of E-Views as of December 31, 2009, and the related
statement of income and retained earnings for the periods covered thereby (the
“Additional Financial Statement”). The Additional Financial Statement
shall (i) be in accordance with the books and records of E-Views; (ii) fairly
present the financial condition of E-Views at such dates and the results of its
operations for the periods therein specified; (iii) be prepared in accordance
with generally accepted accounting principles applied upon a basis consistent
with prior accounting periods; and (iv) with respect to all contracts and
commitments of E-Views, shall reflect adequate reserves for all reasonably
anticipated losses and costs in excess of anticipated
income. Specifically, but not by way of limitation, the Additional
Financial Statement shall disclose all of the debts, liabilities, and
obligations of any nature (whether absolute, accrued, contingent, or otherwise
and whether due or to become due) of E-Views on the dates therein specified
(except such debts, liabilities, and obligations as are not required to be
reflected therein in accordance with generally accepted accounting principles)
and shall include appropriate reserves for all taxes and other liabilities
accrued or due at such dates but not yet payable.
9
(e) Sales. The total
income of E-Views as reflected on line 11 of its federal income tax
returns for the past three fiscal years is as follows: 2006 - $__________; 2007
- $_________; and 2008 - $_________.
(f) Opinion of
Counsel. E-Views shall have delivered at the
Closing Date to EGPI an opinion of their counsel dated as of date of the Closing
Date in form and substance reasonably satisfactory to EGPI and its counsel, to
the effect that (i) E-Views is a duly and validly organized and existing
corporation in good standing under the laws of the jurisdiction where it was
incorporated, with full corporate power to carry on the business in which it is
engaged; (ii) the performance of this Agreement and the consummation of the
transactions contemplated herein will not result in any breach or violation of
any terms or provisions of or cause a default under the Articles of
Incorporation or Bylaws of E-Views or, to E-Views said counsel
knowledge and belief any order, rule, or regulation of any court, governmental
agency or body having jurisdiction over E-Views, or any of their activities,
properties, any statute, indenture, mortgage, deed of trust, lease, loan
agreement, security agreement, or other agreement or instrument known to said
counsel, to which E-Views is a party or by which each is bound or to which any
of their property is subject; (iii) no provision of the Articles of
Incorporation, Bylaws, minutes or share certificates of E-Views or, to
E-Views said counsel’s knowledge and belief, any contract to which
E-Views is a party or otherwise bound or affected, prevents
E-Views from delivering good, absolute, and marketable title to the
E-Views Common Stock to EGPI as contemplated by this Agreement; (iv) E-Views is
authorized by its Articles of Incorporation to issue 250,000,000 shares of the
E-Views Common Stock, of which there are ____ shares validly issued and
outstanding, fully paid and non-assessable, and to the knowledge and belief of
such counsel the issuance and sale of such shares did not violate the Securities
Act of 1933, as amended (the “Securities Act”), or the rules and regulations of
the Securities and Exchange Commission thereunder, or applicable state
securities or Blue Sky Laws, and that E-Views has no other authorized or
outstanding series or class of capital stock or other securities; (v) such
counsel has no knowledge of any litigation, proceeding, or governmental
investigation or labor dispute pending or threatened against or relating to
E-Views, its properties or businesses, except as set forth herein or in said
opinion.
(g) Status of
Litigation. With respect to any matters affecting E-Views and
in litigation as described in Schedule 7(m)
attached hereto, EGPI shall have the right to make an independent review of such
matters. If EGPI is not satisfied with such review, then EGPI shall
have the option to terminate this Agreement pursuant to the terms of this
Agreement.
(h) Tax
Returns. E-Views shall have delivered to EGPI
copies of all federal and state tax returns for E-Views for 2006, 2007, and
2008, including but not limited to all income, payroll, sales, and excise, use
and franchise tax returns for E-Views, together with any audit reports issued in
connection with any such returns.
(i) Corporate Records,
etc. E-Views shall have delivered to EGPI copies of
the Articles of Incorporation, Bylaws, minute books, and other corporate
governance materials used since the inception of Views.
(j) Certification. E-Views shall
have delivered to EGPI at the Closing Date a certificate dated as of the Closing
Date, executed by E-Views, certifying that the conditions specified in this
Paragraph 15 have been fulfilled.
(k) Other
Matters. All corporate and other proceedings and actions taken
in connection with the transactions contemplated hereby and all certificates,
opinions, agreements, instruments and documents mentioned herein or incident to
any such transaction shall be satisfactory in form and substance to EGPI and its
counsel, whose approval shall not be unreasonably withheld.
11. Conditions Precedent to
Obligations of E-Views. All obligations of
E-Views under this Agreement are subject to the fulfillment, prior to
or at the Closing Date, of the following conditions:
10
(a) Representations and
Warranties True at Closing Date. The representations and
warranties of EGPI herein shall be deemed to have been made again at the Closing
Date, and then be true and correct, subject to any changes contemplated by this
Agreement. EGPI and the EGPI Subsidiary shall have performed all of
the obligations to be performed by EGPI and the EGPI Subsidiary hereunder on or
prior to the Closing Date.
(b) Proof of
Authority. Counsel for E-Views shall have received
evidence reasonably sufficient to such counsel that EGPI and the EGPI Subsidiary
have all requisite authorizations necessary for consummation by EGPI and the
EGPI Subsidiary of the transactions contemplated hereby, and there has not been
issued, and there is not in effect, any injunction or similar legal order
prohibiting or restraining consummation of any of the transactions herein
contemplated, and no legal or governmental action, proceeding or investigation
that might reasonably be expected to result in any such injunction or order is
pending.
(c) Opinion of
Counsel. EGPI shall have delivered at the Closing Date to
E-Views an opinion of its counsel dated as of date of the Closing
Date in form and substance satisfactory to E-Views and
its counsel, to the effect that (i) EGPI and the EGPI Subsidiary are
duly and validly organized and existing corporations in good standing under the
laws of the state of their organization, with full corporate power to carry on
the business in which they are engaged; (ii) the performance of this Agreement
and the consummation of the transactions contemplated herein will not result in
any breach or violation of any terms or provisions of or cause a default under
the Articles of Incorporation, as amended, or Bylaws, as amended, of EGPI and
the EGPI Subsidiary or, to said counsel’s knowledge and belief, any order, rule,
or regulation of any court, governmental agency or body having jurisdiction over
EGPI and the EGPI Subsidiary or any of their activities, properties, any
statute, indenture, mortgage, deed of trust, lease, loan agreement, security
agreement, or other agreement or instrument known to said counsel, to which
either is a party or by which either is bound or to which any of their
properties are subject; and (iii) no provision of the Articles of Incorporation,
as amended, Bylaws, as amended, minutes or share certificates of EGPI and the
EGPI Subsidiary or, to their said counsel’s knowledge and belief, any contract
to which either is a party or otherwise bound or affected, prevents EGPI and the
EGPI Subsidiary from performing their obligations as contemplated by this
Agreement.
(d) No
Orders. There has not been issued, and there is not in effect,
any injunction or similar legal order prohibiting or restraining consummation of
any of the transactions herein contemplated, and no legal or governmental
action, proceeding or investigation which might reasonably be expected to result
in any such injunction or order is pending.
(e) Other
Matters. All corporate and other proceedings and actions taken
in connection with the transactions contemplated hereby and all certificates,
opinions, agreements, instruments and documents mentioned herein or incident to
any such transaction shall be satisfactory in form and substance to
E-Views and their counsel, whose approval shall not be unreasonably
withheld.
12. The Nature and Survival of
Representations, Covenants and Warranties. All statements and
facts contained in any memorandum, certificate, instrument, or other document
delivered by or on behalf of the parties hereto for information or reliance
pursuant to this Agreement, shall be deemed representations, covenants and
warranties by the parties hereto under this Agreement. All
representations, covenants and warranties of the parties shall survive the
Closing Date and all inspections, examinations, or audits on behalf of the
parties, shall expire 18 months following the Closing Date.
11
13. Indemnification by
E-Views. E-Views agrees to indemnify and hold
harmless EGPI and/or Views against and in respect to all damages (as hereinafter
defined) up to the consideration paid for the Initial Payment, the Initial
Issuance and the Second Issuance.. Damages, as used herein shall
include any claim, salary, wage, action, tax, demand, loss, cost, expense,
liability (joint or several), penalty, and other damage, including, without
limitation, counsel fees and other costs and expenses reasonably incurred in
investigating or attempting to avoid same or in opposition to the imposition
thereof, or in enforcing this indemnity, resulting to EGPI and/or E-Views from
any inaccurate representation made by or on behalf of E-Views in or
pursuant to this Agreement, breach of any of the warranties made by or on behalf
of E-Views in or pursuant to this Agreement, or breach or default in
the performance by E-Views of any of the obligations to be performed
by him hereunder. Hereunder, EGPI shall determine whether EGPI,
E-Views or both EGPI and E-Views are entitled to be indemnified and such
determination shall be binding on E-Views. Notwithstanding the scope of
E-Views representations and warranties herein, or of any individual
representation or warranty, or any disclosure to EGPI herein or pursuant hereto,
or the definition of damages contained in the preceding sentence, or EGPI’s
knowledge of any fact or facts at or prior to the Closing Date, damages shall
also include all debts, liabilities, and obligations of any nature whatsoever
(whether absolute, accrued, contingent, or otherwise, and whether due or to
become due) of E-Views, as of the date hereof not reflected in the Financial
Statement or any other exhibit furnished hereunder, whether known or unknown by
E-Views ; all claims, actions, demands, losses, costs, expenses, and liabilities
resulting from any litigation from causes of action arising prior to the Closing
Date involving E-Views or any stockholders thereof other than E-Views , whether
or not disclosed to EGPI; all claims, actions, demands, losses, costs, expenses,
liabilities and penalties resulting from (i) Views’ infringement or claimed
infringement upon or acting adversely to the rights or claimed rights of any
person under or in respect to any copyrights, trademarks, trademark rights,
patents, patent rights or patent licenses; or (ii) any claim or pending or
threatened action with respect to the matters described in clause (i); all
claims, actions, demands, losses, costs, expenses, liabilities or penalties
resulting from E-Views’ failure in any respect to perform any obligation
required by it to be performed at or prior to the Closing Date, or by reason of
any default of E-Views, at the Closing Date, under any of the contracts,
agreements, leases, documents, or other commitments to which it is a party or
otherwise bound or affected; and all losses, costs, and expenses (including
without limitation all fees and disbursements of counsel) relating to
damages.E-Views shall reimburse and/or pay on behalf of EGPI and/or
E-Views on demand for any payment made or required to be made by EGPI and/or
E-Views at any time after the Closing Date based upon the judgment of any court
of competent jurisdiction or pursuant to a bona fide compromise or settlement of
claims, demands or actions, in respect to the damages to which the foregoing
indemnity relates. EGPI shall give, or EGPI shall cause Views to
give, written notice within 30 days after notification of any litigation
threatened or instituted against Views which might constitute the basis of a
claim for indemnity by EGPI and/or E-Views. Notwithstanding anything contained
in this Agreement to the contrary, the right to indemnification described in
this paragraph shall expire 18 months after the Closing Date.
14. Records of
E-Views. For a period of five years following the Closing
Date, the books of account and records of E-Views pertaining to all periods
prior to the Closing Date shall be available for inspection for use in
connection with tax audits.
15. Default by EGPI and the EGPI
Subsidiary. If E-Views does not default hereunder and EGPI or
the EGPI Subsidiary defaults hereunder, except as otherwise provided to the
contrary in this Agreement, E-Views may assert any remedy,
including specific performance, which E-Views may have by reason of
any such default. From and after the Closing Date, subject to the
terms and provisions hereof, in the event of a breach by any party of the terms
of this Agreement or any obligation of a party which survives the Closing Date,
the non-defaulting party may assert any remedy, either at law or in equity to
which such non-defaulting party may be entitled.
16. Default by
E-Views. If EGPI and the EGPI Subsidiary do not default
hereunder and E-Views defaults hereunder, except as otherwise
provided to the contrary in this Agreement EGPI and the EGPI Subsidiary may
elect to terminate this Agreement as well as any other agreement, except the
nondisclosure agreement executed by EGPI and the EGPI Subsidiary in connection
with the transactions contemplated by this Agreement, or any other independent
agreements, whereupon no party shall be liable to the others hereunder, or EGPI
and the EGPI Subsidiary may assert any remedy, including specific performance,
which EGPI and the EGPI Subsidiary may have by reason of any such default of
E-Views. From and after the Closing Date, subject to the terms and
provisions hereof, in the event of a breach by any party of the terms of this
Agreement or any obligation of a party which survives the Closing Date, the
non-defaulting party may assert any remedy, either at law or in equity, to which
such non-defaulting party may be entitled.
17. Termination. In
the event of the termination of this Agreement, except with respect to the
obligation of confidentiality described below, no party shall have any
obligation to any other in connection herewith or in connection with any other
documents which may have been executed by any party with respect to the
transactions contemplated by this Agreement whether or not such documents are
described herein. Provided, however, in the event of termination of
this Agreement, E-Views and EGPI and the EGPI Subsidiary shall, and
shall cause its principals, officers and other personnel and authorized
representatives to, hold in confidence, and not disclose to any other party
without the other party’s prior consent, all information received by any of such
party hereto from any other party hereto in connection with the transactions
contemplated hereby except as may be required by applicable law or as otherwise
contemplated herein.
18. Cooperation. The
parties hereto will each cooperate with the other, at the other’s request and
expense, in furnishing information, testimony, and other assistance in
connection with any actions, proceedings, arrangements, disputes with other
persons or governmental inquiries or investigations involving the parties hereto
or the transactions contemplated hereby.
12
19. Further Conveyances and
Assurances. After the Closing Date, E-Views and
EGPI and the EGPI Subsidiary will, without further cost or expense to, or
consideration of any nature from the other, execute and deliver, or cause to be
executed and delivered, to the other, such additional documentation and
instruments of transfer and conveyance, and will take such other and further
actions, as the other may reasonably request as more completely to consummate
the transactions contemplated hereby.
20. Closing and Closing
Date. The Closing and Closing Date of the Initial Payment, the
Initial Issuance and the Second Issuance are as provided in Sections 1 and 2 of
this Agreement; and all references in this Agreement to a Closing or Closing
Date shall mean the applicable closing as the context shall require and all of
the foregoing Closings shall be at Agoura Hills, California at 2:00 p.m. Eastern
time on the Closing Date, unless another hour or place is mutually agreed upon
by the parties hereto.
21. No
Assignment. This Agreement shall not be assignable by any
party without the prior written consent of the other parties, which consent
shall be subject to such party’s sole, absolute and unfettered
discretion.
22. Mediation and
Arbitration. All disputes arising or related to this Agreement
must exclusively be resolved first by mediation with a mediator selected by the
parties, with such mediation to be held in California. If such
mediation fails, then any such dispute shall be resolved by binding arbitration
under the Commercial Arbitration Rules of the American Arbitration Association
in effect at the time the arbitration proceeding commences, except that (a)
Georgia law and the Federal Arbitration Act must govern construction and effect,
(b) the locale of any arbitration must be in ▇▇▇▇▇▇ County Georgia, and (c) the
arbitrator must with the award provide written findings of fact and conclusions
of law. Any party may seek from a court of competent jurisdiction any
provisional remedy that may be necessary to protect its rights or assets pending
the selection of the arbitrator or the arbitrator’s determination of the merits
of the controversy. The exercise of such arbitration rights by any
party will not preclude the exercise of any self-help remedies (including
without limitation, setoff rights) or the exercise of any non-judicial
foreclosure rights. An arbitration award may be entered in any court
having jurisdiction.
23. Attorneys’
Fees. In the event that it should become necessary for any
party entitled hereunder to bring suit against any other party to this Agreement
for a breach of this Agreement, the parties hereby covenant and agree that the
party who is found to be in breach of this Agreement shall also be liable for
all reasonable attorneys’ fees and costs of court incurred by the other
parties. Provided, however, in the event that there has been no
breach of this Agreement, whether or not the transactions contemplated hereby
are consummated, each party shall bear its own costs and expenses (including any
fees or disbursements of its counsel, accountants, brokers, investment bankers,
and finder’s fees).
24. Benefit. All
the terms and provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto, and their respective
heirs, executors, administrators, personal representatives, successors and
permitted assigns.
25. Notices. All
notices, requests, demands, and other communications hereunder shall be in
writing and delivered personally or sent by registered or certified United
States mail, return receipt requested with postage prepaid, or by telecopy or
e-mail, if to E-Views , addressed to Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, E-Views Safety Systems,
Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telephone
(▇▇▇)▇▇▇-▇▇▇▇, telecopy (▇▇▇) ▇▇▇-▇▇▇▇, and e-mail ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇;
and if to EGPI or to the EGPI Subsidiary, addressed to Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
EGPI Firecreek, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
telephone (▇▇▇) ▇▇▇-▇▇▇▇, telecopy (▇▇▇) ▇▇▇-▇▇▇▇, and e-mail
▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Any party hereto may change its
address upon 10 days’ written notice to any other party hereto.
26. Construction. Words
of any gender used in this Agreement shall be held and construed to include any
other gender, and words in the singular number shall be held to include the
plural, and vice versa, unless the context requires otherwise.
13
27. Waiver. No
course of dealing on the part of any party hereto or its agents, or any failure
or delay by any such party with respect to exercising any right, power or
privilege of such party under this Agreement or any instrument referred to
herein shall operate as a waiver thereof, and any single or partial exercise of
any such right, power or privilege shall not preclude any later exercise thereof
or any exercise of any other right, power or privilege hereunder or
thereunder.
28. Cumulative
Rights. The rights and remedies of any party under this
Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
29. Invalidity. In
the event any one or more of the provisions contained in this Agreement or in
any instrument referred to herein or executed in connection herewith shall, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect the other
provisions of this Agreement or any such other instrument.
30. Time of the
Essence. Time is of the essence of this
Agreement.
31. Incorporation by
Reference. The Exhibits and Schedules to this Agreement
referred to or included herein constitute integral parts to this Agreement and
are incorporated into this Agreement by this reference.
32. Multiple
Counterparts. This Agreement may be executed 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. A facsimile
transmission or PDF copy of this signed Agreement shall be legal and binding on
all parties hereto.
33. Controlling
Agreement. In the event of any conflict between the terms of
this Agreement or any of the Other Agreements or exhibits referred to herein,
the terms of this Agreement shall control.
34. Press Releases and Public
Announcements. No party shall issue any press release or make
any public announcement relating to the subject matter of this Agreement prior
to the Closing without the prior written approval of the other parties;
provided, however, that any party may make any public disclosure it believes in
good faith is required by applicable law or any listing or trading agreement
concerning its publicly-traded securities (in which case the disclosing party
will use its efforts to advise the other parties prior to making the
disclosure).
35. Law Governing;
Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia, without regard to
any conflicts of laws provisions thereof. Each party hereby
irrevocably submits to the personal jurisdiction of the United States District
Court for ▇▇▇▇▇▇ County, Georgia over any suit, action or proceeding arising out
of or relating to this Agreement. Each party hereby irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such mediation, arbitration,
suit, action or proceeding brought in any such county and any claim that any
such mediation, arbitration, suit, action or proceeding brought in such county
has been brought in an inconvenient forum.
36. Entire
Agreement. This instrument and the attachments hereto contain
the entire understanding of the parties and may not be changed orally, but only
by an instrument in writing signed by the party against whom enforcement of any
waiver, change, modification, extension, or discharge is
sought.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first
written above.
|
EGPI/FIRECREEK,
INC.
|
|
|
By
|
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇,
|
|
|
Its:
Chief Executive Officer
|
|
|
|
|
|
EGPI
FIRECREEK ACQUISITION COMPANY, INC.
|
|
|
By
|
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
|
|
Its:
Chief Executive
Officer
|
|
14
|
E-VIEWS
SAFETY SYSTEMS, INC.
|
|
|
By
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇, Chief Executive
Officer
|
|
|
Attachments:
|
|
|
Attachment
3
|
Repurchase
Agreement
|
|
Attachment
4
|
Distribution
Agreement
|
|
Attachment
6
|
Shareholder
Agreement
|
|
Schedule
7(c)
|
Violations
under Documents
|
|
Schedule
7(e)
|
Capitalization
|
|
Schedule
7(k)
|
Tax
Returns
|
|
Schedule
7(l)
|
Litigation
|
|
Schedule
7(m)
|
Compliance
with Laws and Regulations
|
|
Schedule
7(n)
|
Defaults
|
|
Schedule
7(o)
|
Permits
and Approvals
|
|
Schedule
7(v)
|
Assets
|
|
Schedule
7(w)
|
Labor
Matters
|
|
Schedule
7(y)
|
Contracts
in Default
|
15