SHARE EXCHANGE AGREEMENT by and among Cinnabar Ventures Inc. and Advanced Network Solutions, Inc. and the Shareholders of Advanced Network Solutions, Inc. Dated as of March 2, 2010
Exhibit 2.1
by
and among
and
Advanced
Network Solutions, Inc.
and
the
Shareholders
of Advanced Network Solutions, Inc.
Dated
as of March 2, 2010
1
This
SHARE EXCHANGE AGREEMENT, dated as of the 2nd day
of March, 2010 (the “Agreement”), by and
among Cinnabar Ventures Inc., a Nevada corporation (the “Company”); Advanced
Network Solutions, Inc., a Florida corporation (“ANS”); and the
shareholders of ANS, as identified in Exhibit A to this
Agreement (the “ANS
Shareholders”). The Company, ANS and the ANS Shareholders are
collectively referred to herein as the “Parties.”
WITNESSETH:
WHEREAS,
Cinnabar is a publicly held corporation organized under the laws of the State of
Nevada which operates with specific emphasis in the cloud-computing technology
sector including, but not limited to, a fully implemented data center running a
cloud operating system and user/client interface, and content distribution in
the form of cloud resident videos, games, communications applications, and
productivity tools over the internet.
WHEREAS,
ANS is a privately held corporation incorporated under the laws of the state of
Florida;
WHEREAS,
ANS has 50,000 shares of capital stock issued and outstanding (the “ANS Shares”), one
hundred percent (100%) of which are held by the ANS Shareholders. The ANS
Shareholders are the record and beneficial owners of the number of ANS Shares
set forth adjacent such ANS Shareholders names on Exhibit A, attached
hereto.
WHEREAS,
the Company desires to acquire from the ANS Shareholders, and the ANS
Shareholders desire to sell to the Company the ANS Shares in exchange for (i)
the issuance by the Company of a total of 150,000 shares to the ANS Shareholders
in the amount of 3 shares (the “Company Shares”) of
the Company’s common stock (the “Common Stock”) for
every one ANS Share held by the ANS Shareholders and (ii) the payment of $25,000
to the ANS shareholders, on the terms and conditions set forth herein (the
“Share
Exchange”).
WHEREAS,
after giving effect to the Share Exchange, there will be approximately
22,710,000 shares of Common Stock issued and outstanding.
WHEREAS,
the Parties intend, by executing this Agreement, to implement a tax-deferred
exchange of property governed by ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal
Revenue Code of 1986, as amended (the “Code”).
NOW,
THEREFORE, in consideration, of the promises and of the mutual representations,
warranties and agreements set forth herein, the parties hereto agree as
follows:
ARTICLE
I
THE
SHARE EXCHANGE
2
1.1 The Share
Exchange. Subject to the terms and conditions of this Agreement, on
the Closing Date (as defined herein):
(a) the
Company shall issue and deliver to the ANS Shareholders the Company Shares,
which shall be duly authorized, validly issued, fully paid and
nonassessable;
(b) the ANS
Shareholders shall transfer and deliver to the Company, the ANS shares, which
shall be duly authorized, validly issued, fully paid and
non-assessable.
(c) The
Company shall transfer $25,000 to the ANS Shareholders.
1.2 Time and Place of
Closing. The closing (“Closing”) of the
transactions contemplated by this Agreement shall occur upon the exchange of the
stock of the Company and ANS as described in Section 1.1 herein. Such
Closing shall take place on March 2, 2010 (the “Closing Date”), at
the corporate office of Company.
1.3 Closing
Events. At the
Closing, the Company, ANS, and the ANS Shareholders shall execute, acknowledge,
and deliver (or shall ensure to be executed, acknowledged, and delivered), any
and all certificates, opinions, financial statements, schedules, agreements,
resolutions, the acknowledgement set forth in Section 1.1(b) above or other
instruments required by this Agreement to be so delivered at or prior to the
Closing, together with such other items as may be reasonably requested by the
Parties hereto and their respective legal counsel in order to effectuate or
evidence the transactions contemplated hereby.
1.4 Tax
Consequences. It is intended by the Parties hereto that for
United States income tax purposes, the contribution and transfer of the ANS
Shares by the ANS Shareholders to the Company in exchange for Company Shares
constitutes a tax-deferred exchange within the meaning of Section 351 of the
Code.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company represents and warrants to ANS and the ANS Shareholders that as of the
Closing Date:
2.1 Due Organization and
Qualification; Due Authorization.
(a) The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the state of Nevada, with full corporate power and
authority to own, lease and operate its respective business and properties and
to carry on its business in the places and in the manner as presently conducted
or proposed to be conducted. The Company is in good standing as a foreign
corporation in each jurisdiction in which the properties owned, leased or
operated, or the business conducted, by it requires such qualification except
for any such failure, which when taken together with all other failures, is not
likely to have a material adverse effect on the business of the
Company.
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(b) The
Company has all requisite corporate power and authority to execute and deliver
this Agreement, and to consummate the transactions contemplated hereby and
thereby. The Company has taken all corporate action necessary for the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, and this Agreement constitutes the valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as may be affected by bankruptcy, insolvency, moratoria
or other similar laws affecting the enforcement of creditors’ rights generally
and subject to the qualification that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefore may
be brought, equitable remedies is subject to the discretion of the court before
which any proceeding therefore may be brought.
2.2 No Conflicts or
Defaults. The execution and delivery of this Agreement by the
Company and the consummation of the transactions contemplated hereby do not and
shall not (a) contravene the Certificate of Incorporation or By-Laws of the
Company or (b) with or without the giving of notice or the passage of time (i)
violate, conflict with, or result in a breach of, or a default or loss of rights
under, any material covenant, agreement, mortgage, indenture, lease, instrument,
permit or license to which the Company is a party or by which the Company is
bound, or any judgment, order or decree, or any law, rule or regulation to which
the Company is subject, (ii) result in the creation of, or give any party the
right to create, any lien, charge, encumbrance or any other right or adverse
interest (“Liens”) upon any of
the assets of the Company, (iii) terminate or give any party the right to
terminate, amend, abandon or refuse to perform, any material agreement,
arrangement or commitment to which the Company is a party or by which the
Company’s assets are bound, or (iv) accelerate or modify, or give any party the
right to accelerate or modify, the time within which, or the terms under which,
the Company is to perform any duties or obligations or receive any rights or
benefits under any material agreement, arrangement or commitment to which it is
a party.
2.3 Capitalization. The
authorized capital stock of the Company immediately prior to giving effect to
the transactions contemplated hereby consists of 75,000,000 shares, of which
there are 22,560,000 shares of Common Stock, par value $0.001, issued and
outstanding as of the date hereof. All of the outstanding shares of
Common Stock are, and the Company Shares when issued in accordance with the
terms hereof, will be, duly authorized, validly issued, fully paid and
nonassessable, and have not been or, with respect to the Company Shares will not
be issued in violation of any preemptive right of stockholders. There is no
outstanding voting trust agreement or other contract, agreement, arrangement,
option, warrant, call, commitment or other right of any character obligating or
entitling the Company to issue, sell, redeem or repurchase any of its
securities, and there is no outstanding security of any kind convertible into or
exchangeable for Company Common Stock. The Company has not granted registration
rights to any person.
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2.4 Financial
Statements. The Company has provided ANS and the ANS Shareholders
copies of the (i) audited balance sheet of the Company at December 31, 2009 and
2008, and the related statements of operations, stockholders’ equity (deficit)
and cash flows for the two fiscal years of 2009 and 2008, including the notes
thereto, (the “Financial
Statements”). The Financial Statements, together with the notes thereto,
have been prepared in accordance with U.S. generally accepted accounting
principles applied on a basis consistent throughout all periods presented. The
Financial Statements present fairly the financial position of the Company as of
the date and for the periods indicated. The books of account and other financial
records of the Company have been maintained in accordance with good business
practices.
2.5 Taxes. The
Company has filed all United States federal, state, county and local returns and
reports which were required to be filed on or prior to the date hereof in
respect of all income, withholding, franchise, payroll, excise, property, sales,
use, value-added or other taxes or levies, imposts, duties, license and
registration fees, charges, assessments or withholdings of any nature whatsoever
(together, “Taxes”), and has paid
all Taxes (and any related penalties, fines and interest) which have become due
pursuant to such returns or reports or pursuant to any assessment which has
become payable, or, to the extent its liability for any Taxes (and any related
penalties, fines and interest) has not been fully discharged, the same have been
properly reflected as a liability on the books and records of the Company and
adequate reserves therefore have been established.
2.6 Compliance with
Law. The Company is in compliance with all applicable federal,
state, local and foreign laws and regulations relating to the protection of the
environment and human health. There are no claims, notices, actions, suits,
hearings, investigations, inquiries or proceedings pending or, to the knowledge
of the Company, threatened against the Company that are based on or related to
any environmental matters or the failure to have any required environmental
permits, and there are no past or present conditions that the Company has reason
to believe are likely to give rise to any material liability or other
obligations of the Company under any environmental laws.
2.7 Permits and
Licenses. The Company has all certificates of occupancy, rights,
permits, certificates, licenses, franchises, approvals and other authorizations
as are reasonably necessary to conduct its respective business and to own,
lease, use, operate and occupy its assets, at the places and in the manner now
conducted and operated, except those the absence of which would not materially
adversely affect its respective business.
2.8 Litigation. There
is no claim, dispute, action, suit, proceeding or investigation pending or, to
the knowledge of the Company, threatened, against or affecting the business of
the Company, or challenging the validity or propriety of the transactions
contemplated by this Agreement, at law or in equity or admiralty or before any
federal, state, local, foreign or other governmental authority, board, agency,
commission or instrumentality, nor to the knowledge of the Company, has any such
claim, dispute, action, suit, proceeding or investigation been pending or
threatened, during the twelve month period preceding the date hereof. There is
no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
of any court, arbitrator or federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality, against or materially
affecting the business of the Company. The Company has not received any written
or verbal inquiry from any federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality concerning the possible
violation of any law, rule or regulation or any matter disclosed in respect of
its business.
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2.9 SEC
Filings; Financial
Statements.
(a) The
Company has made available to ANS a correct and complete copy, or there has been
available on ▇▇▇▇▇, copies of each report, registration statement and definitive
proxy statement filed by the Company with the Securities and Exchange Commission
(the “SEC”) for
the twenty four (24) months prior to the date of this Agreement (the “Company SEC
Reports”), which, to the Company’s knowledge, are all the forms, reports
and documents filed by the Company with the SEC for the twenty four (24) months
prior to the date of this Agreement. As of their respective dates, to the
Company’s knowledge, the Company SEC Reports: (i) were prepared in accordance
and complied in all material respects with the requirements of the Securities
Act or the Exchange Act, as the case may be, and the rules and regulations of
the SEC thereunder applicable to such Company SEC Reports, and (ii) did not at
the time they were filed (and if amended or superseded by a filing prior to the
date of this Agreement then on the date of such filing and as so amended or
superseded) contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
(b) To
the Company’s knowledge, each set of financial statements (including, in each
case, any related notes thereto) contained in the Company SEC Reports comply as
to form in all material respects with the published rules and regulations of the
SEC with respect thereto, were prepared in accordance with U.S. GAAP applied on
a consistent basis throughout the periods involved (except as may be indicated
in the notes thereto) and each fairly presents in all material respects the
financial position of the Company at the respective dates thereof and the
results of its operations and cash flows for the periods indicated, except that
the unaudited interim financial statements were or are subject to normal
adjustments which were not or are not expected to have a Material Adverse Effect
on the Company taken as a whole.
2.10 Over-the-Counter Bulletin
Board Quotation.
The
Company’s Common Stock is quoted on the Over-the-Counter Electronic Bulletin
Board (“OTCBB”). There is no
action or proceeding pending or, to the Company’s knowledge, threatened against
the Company by NASDAQ or The Financial Industry Regulatory Authority (“FINRA”) with respect
to any intention by such entities to prohibit or terminate the quotation of the
Company’s Common Stock on the OTCBB.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF ANS
ANS
represents and warrants to the Company as of the Closing:
3.1 Due Organization and
Qualification; Due Authorization.
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(a) ANS is a corporation duly
incorporated, validly existing and in good standing under the laws of Florida,
with full corporate power and authority to own, lease and operate its business
and properties and to carry on its business in the places and in the manner as
presently conducted or proposed to be conducted. ANS is in good standing as a
foreign corporation in each jurisdiction in which the properties owned, leased
or operated, or the business conducted, by it requires such qualification except
for any such failure, which when taken together with all other failures, is not
likely to have a material adverse effect on the business
of ANS.
(b) ANS
does not own, directly or indirectly, any capital stock, equity or interest in
any corporation, firm, partnership, joint venture or other entity. There is no
contract, agreement, arrangement, option, warrant, call, commitment or other
right of any character obligating or entitling ANS to issue, sell, redeem or
repurchase any of its securities, and there is no outstanding security of any
kind convertible into or exchangeable for securities of ANS.
(c) ANS
has all requisite power and authority to execute and deliver this Agreement, and
to consummate the transactions contemplated hereby and thereby. ANS has taken
all corporate action necessary for the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby, and this Agreement
constitutes the valid and binding obligation of ANS, enforceable against ANS in
accordance with its terms, except as may be affected by bankruptcy, insolvency,
moratoria or other similar laws affecting the enforcement of creditors’ rights
generally and subject to the qualification that the availability of equitable
remedies is subject to the discretion of the court before which any proceeding
therefore may be brought.
3.2 No Conflicts or
Defaults. The execution and delivery of this Agreement by ANS and
the consummation of the transactions contemplated hereby do not and shall not
(a) contravene the governing documents of ANS, or (b) with or without
the giving of notice or the passage of time, (i) violate, conflict with, or
result in a breach of, or a default or loss of rights under, any material
covenant, agreement, mortgage, indenture, lease, instrument, permit or license
to which ANS is a party or by which or any of their respective assets are bound,
or any judgment, order or decree, or any law, rule or regulation to which their
assets are subject, (ii) result in the creation of, or give any party the right
to create, any lien upon any of the assets of ANS (iii) terminate or give any
parry the right to terminate, amend, abandon or refuse to perform any material
agreement, arrangement or commitment to which ANS is a party or by which ANS or
any of its assets are bound, or (iv) accelerate or modify, or give any party the
right to accelerate or modify, the time within which, or the terms under which
ANS is to perform any duties or obligations or receive any rights or benefits
under any material agreement, arrangement or commitment to which it is a
party.
3.3 Capitalization. The
authorized capital stock of ANS immediately prior to giving effect to the
transactions contemplated hereby consists of 50,000 shares of common stock, of
which, as of the date hereof, there were 50,000 shares issued and outstanding.
All of the outstanding shares of ANS are duly authorized, validly issued, fully
paid and nonassessable, and have not been or, with respect to ANS Shares, will
not be transferred in violation of any rights of third parties. The ANS Shares
are not subject to any preemptive or subscription right, any voting trust
agreement or other contract, agreement, arrangement, option, warrant, call,
commitment or other right of any character obligating or entitling ANS to issue,
sell, redeem or repurchase any of its securities, and there is no outstanding
security of any kind convertible into or exchangeable for common shares. All of
the ANS Shares are owned of record and beneficially by the ANS Shareholders free
and clear of any liens, claims, encumbrances, or restrictions of any
kind.
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3.4 Taxes. ANS has
filed all returns and reports which were required to be filed on or prior to the
date hereof, and has paid all Taxes (and any related penalties, fines and
interest) which have become due pursuant to such returns or reports or pursuant
to any assessment which has become payable, or, to the extent its liability for
any Taxes (and any related penalties, fines and interest) has not been fully
discharged, the same have been properly reflected as a liability on the books
and records of ANS and adequate reserves therefore have been established. All
such returns and reports filed on or prior to the date hereof have been properly
prepared and are true, correct (and to the extent such returns reflect judgments
made by ANS such judgments were reasonable under the circumstances) and complete
in all material respects.
3.5 Compliance with
Law. ANS is conducting its business in material compliance with all
applicable law, ordinance, rule, regulation, court or administrative order,
decree or process, or any requirement of insurance carriers material to its
business. ANS has not received a notice of violation or claimed violation of any
such law, ordinance, rule, regulation, order, decree, process or
requirement.
3.6 Litigation.
(a) There
is no claim, dispute, action, suit, proceeding or investigation pending or
threatened, against or affecting ANS or challenging the validity or
propriety of the transactions contemplated by this Agreement, at law or in
equity or admiralty or before any federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, has any
such claim, dispute, action, suit, proceeding or investigation been pending or
threatened, during the twelve (12) month period preceding the date
hereof;
(b) there
is no outstanding judgment, order, writ, ruling, injunction, stipulation or
decree of any court, arbitrator or federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, against or
materially affecting ANS; and
(c)
ANS has not received any written or verbal inquiry from any federal, state,
local, foreign or other governmental authority, board, agency, commission or
instrumentality concerning the possible violation of any law, rule or regulation
or any matter disclosed in respect of its business.
3.7
Title to
Properties. ANS does not own any real property.
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3.8
Intellectual
Property. ANS owns, possesses, licenses and has other rights to use all
trade and service marks, trade and service ▇▇▇▇ registrations, trade names,
copyrights, inventions, trade secrets, technology, Internet domain names,
know-how and other intellectual property (collectively, the “Intellectual
Property”), including, but not limited to, the Intellectual Property
listed in Exhibit
B.
3.9
Financial Statements.
ANS acknowledges that within seventy five (75) days from the Closing Date, ANS
will obtain an audit of ANS’s business from a certified public accountant in
order for the Company to file such audited financial statements pursuant to Item
9.01 on Form 8-K.
ARTICLE
IV
REPRESENTATION
AND WARRANTIES OF THE ANS SHAREHOLDERS
The ANS
Shareholders hereby represents and warrants to the Company that as of the
Closing:
4.1 Title to
Shares. The ANS Shareholders are the legal and beneficial owners of
the ANS Shares to be transferred to the Company, and upon consummation of the
exchange contemplated herein, the Company will acquire from the ANS Shareholders
good and marketable title to the ANS Shares, free and clear of all liens
excepting only such restrictions hereunder upon future transfers by the Company,
if any, as maybe imposed by applicable law.
4.2 Due
Authorization. The ANS Shareholders have all requisite power and
authority to execute and deliver this Agreement, and to consummate the
transactions contemplated hereby and thereby. This Agreement constitutes the
valid and binding obligation of the ANS Shareholders, enforceable against him in
accordance with its terms, except as may be affected by bankruptcy, insolvency,
moratoria or other similar laws affecting the enforcement of creditors’ rights
generally and subject to the qualification that the availability of equitable
remedies is subject to the discretion of the court before which any proceeding
therefore may be brought.
4.3 Purchase for
Investment.
(a) The
ANS Shareholders are acquiring the Company Shares for investment for their own
account and not as nominees or agents, and not with a view to the resale or
distribution of any part thereof, and the ANS Shareholders have no present
intention of selling, granting any participation in, or otherwise distributing
the same. The ANS Shareholders further represent that they do not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to any of the Company Shares.
(b) The
ANS Shareholders understand that the Company Shares are not registered under the
Securities Exchange Act of 1933, as amended (the “Act”), on the ground
that the sale and the issuance of securities hereunder is exempt from
registration under the Act pursuant to Section 4(2) thereof, and that the
Company’s reliance on such exemption is predicated on the ANS Shareholders’
representations set forth herein.
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4.4 Investment
Experience. The ANS Shareholders acknowledge that they can bear the
economic risk of the investment, and they have such knowledge and experience in
financial and business matters that they is capable of evaluating the merits and
risks of the investment in the Company Shares.
4.5 Information. The
ANS Shareholders have carefully reviewed such information as they deemed
necessary to evaluate an investment in the Company Shares. To the full
satisfaction of the ANS Shareholders, they have been furnished all materials
that they have requested relating to the Company and the issuance of the Company
Shares hereunder, and the ANS Shareholders have been afforded the opportunity to
ask questions of representatives of the Company to obtain any information
necessary to verify the accuracy of any representations or information made or
given to them. Notwithstanding the foregoing, nothing herein shall derogate from
or otherwise modify the representations and warranties of the Company set forth
in this Agreement, on which the ANS Shareholders have relied in making an
exchange of the ANS Shares for the Company Shares.
4.6 Restricted
Securities. The ANS Shareholders understand that the Company Shares
may not be sold, transferred, or otherwise disposed of without registration
under the Act or an exemption there from, and that in the absence of an
effective registration statement covering the Company Shares or any available
exemption from registration under the Act, the Company Shares must be held
indefinitely. The ANS Shareholders are aware that the Company Shares may not be
sold pursuant to Rule 144 promulgated under the Act unless all of the conditions
of that Rule are met. Among the conditions for use of Rule 144 may be the
availability of current information to the public about the
Company.
ARTICLE
V
DELIVERIES
5.1 Items
to be delivered to the ANS Shareholders prior to or at Closing by the
Company.
(a) Certificate
of Incorporation and amendments thereto, By-Laws and amendments thereto, and
certificate of good standing of the Company in Nevada;
(b) Approval
from the Board of Directors of the Company authorizing the issuances of the
Company Shares;
(c) Share
certificates representing the proper number of Company Shares issued in the name
of the ANS Shareholders in accordance with Exhibit
A;
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(d) Any
other document reasonably requested by the ANS Shareholders that they deem
necessary for the consummation of this transaction.
5.2 Items
to be delivered to the Company prior to or at Closing by ANS and the ANS
Shareholders.
(a) All
applicable schedules hereto;
(b) Approval
from the board of directors of ANS, if applicable, and shareholder resolutions
approving the transactions contemplated hereby;
(c) The
ANS Shareholders will deliver the acknowledgements set forth in Section 1.1(b)
above; and
(d) Any
other document reasonably requested by the Company that it deems necessary for
the consummation of this transaction.
ARTICLE
VI
CONDITIONS PRECEDENT TO CLOSING
6.1 Conditions Precedent to
Closing. The obligations of the Parties under this Agreement shall
be and are subject to fulfillment, prior to or at the Closing, of each of the
following conditions:
(a) That
each of the representations and warranties of the Parties contained herein shall
be true and correct at the time of the Closing date as if such representations
and warranties were made at such time except for changes permitted or
contemplated by this Agreement.
(b) That
the Parties shall have performed or complied with all agreements, terms and
conditions required by this Agreement to be performed or complied with by them
prior to or at the time of the Closing;
6.2 Conditions to Obligations of
ANS Shareholders. The obligations of ANS Shareholders shall be
subject to fulfillment prior to or at the Closing, of each of the following
conditions:
(a) The
Company shall have received all of the regulatory, shareholder and other third
party consents, permits, approvals and authorizations necessary to consummate
the transactions contemplated by this Agreement;
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(b) Litigation. No
action, suit or proceeding shall have been instituted before any court or
governmental or regulatory body or instituted or threatened by any governmental
or regulatory body to restrain, modify or prevent the carrying out of the
transactions contemplated in this Agreement or to seek damages or a discovery
order in connection with such transactions, or which has or may have, in the
reasonable opinion of ANS or the ANS Shareholder, a materially adverse effect on
the assets, properties, business, operations or condition (financial or
otherwise) of the Company or ANS.
(c) Deliveries. The
deliveries specified in Section 5.1 shall have been made by the
Company.
6.3 Conditions to Obligations of
the Company. The obligations of the Company shall be subject to
fulfillment at or prior to or at the Closing, of each of the following
conditions:
(a)
ANS and the ANS Shareholders shall have received all of the regulatory,
shareholder and other third party consents, permits, approvals and
authorizations necessary to consummate the transactions contemplated by this
Agreement; and
ARTICLE
VII
COVENANTS
7.1 Further
Assurances. Each of the Parties shall use its reasonable commercial
efforts to proceed promptly with the transactions contemplated herein, to
fulfill the conditions precedent for such party’s benefit or to cause the same
to be fulfilled and to execute such further documents and other papers and
perform such further acts as may be reasonably required or desirable to carry
out the provisions of this Agreement and to consummate the transactions
contemplated herein.
7.2 Blue Sky
Laws.
The
Company shall take any action (other than qualifying to do business in any
jurisdiction in which it is not now so qualified) required to be taken under any
applicable state securities laws in connection with the issuance of the Company
Stock in connection with this Agreement.
7.3 Fees and
Expenses.
All fees
and expenses incurred in connection with this Agreement shall be paid by the
party incurring such fees or expenses, whether or not this Agreement is
consummated.
7.4 Access. Each
party shall permit representatives of any other party to have full access to all
premises, properties, personnel, books, records (including Tax records),
contracts, and documents of or pertaining to such party.
7.5 Indemnification and
Insurance.
(a) For a
period of one year following the Closing Date, ANS and the ANS Shareholders
hereby agree to indemnify the Company, each of the officers, agents and
directors of the Company as of the Closing Date against any loss, liability,
claim, damage or expense (including, but not limited to, any and all expense
whatsoever reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened or any claim whatsoever), to which it or
they may become subject to or rising out of or based on any inaccuracy appearing
in or misrepresentation made in this Agreement. The indemnification
provided for in this paragraph shall survive the Closing and consummation of the
transactions contemplated hereby and termination of this Agreement;
and
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(b) The
Company hereby agrees to indemnify ANS, each of the agents and the ANS
Shareholders as of the Closing Date against any loss, liability, claim, damage
or expense (including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened or any claim whatsoever), to which it or
they may become subject arising out of or based on any inaccuracy appearing in
or misrepresentation made in this Agreement. The indemnification provided for in
this paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement.
ARTICLE
VIII
MISCELLANEOUS
8.1 Survival of Representations,
Warranties and Agreements. Each of the Parties hereto is executing
and carrying out the provisions of this Agreement in reliance upon the
representations, warranties and covenants and agreements contained in this
agreement or at the closing of the transactions herein provided for and not upon
any investigation which it might have made or any representations, warranty,
agreement, promise or information, written or oral, made by the other party or
any other person other than as specifically set forth herein. Except as
specifically set forth in this Agreement, representations and warranties and
statements made by a party to in this Agreement or in any document or
certificate delivered pursuant hereto shall not survive the Closing Date, and no
claims made by virtue of such representations, warranties, agreements and
covenants shall be made or commenced by any party hereto from and after the
Closing Date.
8.2 Access to Books and
Records. During the course of this transaction through Closing, each
party agrees to make available for inspection all corporate books, records and
assets, and otherwise afford to each other and their respective representatives,
reasonable access to all documentation and other information concerning the
business, financial and legal conditions of each other for the purpose of
conducting a due diligence investigation thereof. Such due diligence
investigation shall be for the purpose of satisfying each party as to the
business, financial and legal condition of each other for the purpose of
determining the desirability of consummating the proposed transaction. The
Parties further agree to keep confidential and not use for their own benefit,
except in accordance with this Agreement any information or documentation
obtained in connection with any such investigation.
8.3 Notice. All
communications, notices, requests, consents or demands given or required under
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered to, or received by prepaid registered or certified mail or
recognized overnight courier addressed to, or upon receipt of a facsimile sent
to, the party for whom intended, as follows, or to such other address or
facsimile number as may be furnished by such party by notice in the manner
provided herein:
13
If to ANS
or the ANS Shareholders:
Advanced
Network Solutions, Inc.
Attn: ▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the
Company:
Attn:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
8.4 Entire
Agreement. This Agreement, the Schedules and any instruments and
agreements to be executed pursuant to this Agreement, sets forth the entire
understanding of the Parties hereto with respect to its subject matter, merges
and supersedes all prior and contemporaneous understandings with respect to its
subject matter and may not be waived or modified, in whole or in part, except by
a writing signed by each of the Parties hereto. No waiver of any provision of
this Agreement in any instance shall be deemed to be a waiver of the same or any
other provision in any other instance. Failure of any party to enforce any
provision of this Agreement shall not be construed as a waiver of its rights
under such provision.
8.5 Successors and
Assigns. This Agreement shall be binding upon, enforceable against
and inure to the benefit of, the parties hereto and their respective heirs,
administrators, executors, personal representatives, successors and assigns, and
nothing herein is intended to confer any right, remedy or benefit upon any other
person. This Agreement may not be assigned by any party hereto except with the
prior written consent of the other parties, which consent shall not be
unreasonably withheld.
8.6 Governing
Law. This Agreement shall in all respects be governed by and
construed in accordance with the laws of the state of Nevada, without giving
effect to conflicts of law principles.
8.7 Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
14
8.8 Construction. Headings
contained in this Agreement are for convenience only and shall not be used in
the interpretation of this Agreement. References herein to Articles, Sections
and Exhibits are to the articles, sections and exhibits, respectively, of this
Agreement. The Disclosure Schedule is hereby incorporated herein by reference
and made a part of this Agreement. As used herein, the singular includes the
plural, and the masculine, feminine and neuter gender each includes the others
where the context so indicates.
8.9 Severability. If any
provision of this Agreement is held to be invalid or unenforceable by a court of
competent jurisdiction, this Agreement shall be interpreted and enforceable as
if such provision were severed or limited, but only to the extent necessary to
render such provision and this Agreement enforceable.
[-remainder
of page intentionally left blank-]
15
IN WITNESS WHEREOF, each of
the Parties hereto has executed this Agreement as of the date first set forth
above.
|
ANS
Shareholders
|
|||
|
By: /s/▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇▇
|
||
|
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
|||
|
Title:
Chief Executive Officer
|
By:
/s/ ▇▇▇
▇▇▇▇▇▇
|
||
|
Name:
▇▇▇ ▇▇▇▇▇▇
|
|||
|
Advanced
Network Solutions, Inc.
|
|||
|
By: /s/ ▇▇▇
▇▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇▇
|
||
|
Name:
▇▇▇ ▇▇▇▇▇▇
|
|||
|
Title:
Chief Executive Officer
|
By: /s/ ▇▇▇
▇▇▇▇▇▇
|
||
|
Name:
▇▇▇ ▇▇▇▇▇▇
|
|||
16
EXHIBIT
A
|
Name
of Shareholder
|
ANS
Share Ownership
|
Number
of Shares of Cinnabar Ventures Inc. Common Stock to receive in connection
with this transaction
|
|
▇▇▇
▇▇▇▇▇▇
|
25,500
|
76,500
|
|
▇▇▇
▇▇▇▇▇▇
|
24,500
|
73,500
|
|
Total
|
50,000
|
150,000
|
17
EXHIBIT
B
Intellectual
Property owned by Advanced Network Solutions, Inc.:
● Trade
Name: Rent-A-Genuis
●
Internet domain names:
|
-
|
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
|
-
|
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
18