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EXHIBIT 2.1
DIVESTITURE AGREEMENT
This Divestiture Agreement (the "Agreement") is entered into this 6th
day of February, 1997, by and among HYPERDYNAMICS CORPORATION, a Delaware
corporation (formerly Ram-Z Corporation) (the "Company"), HYPERDYNAMICS
CORPORATION, a Texas corporation ("Hyperdynamics"), HOUSTON CREATIVE
CONNECTIONS, INC., a Texas corporation ("HCCI"), and the former shareholders of
HCCI listed on the signature page hereto who collectively owned 100% of the
issued and outstanding equity securities of HCCI (the "Shareholders")
immediately prior to the Reorganization Agreement among the parties thereto
dated on or about July 15, 1996 (the "Reorganization Agreement"). The Company,
Hyperdynamics, HCCI, and the Shareholders are hereinafter collectively referred
to as the "Parties."
WHEREAS, pursuant to the terms of the Reorganization Agreement, the
Shareholders exchanged 1,000 shares of common stock of HCCI, which represents
100% of the equity ownership in HCCI for 2,102,000 shares of common stock of
the Company; and
WHEREAS, the shares of common stock of HCCI exchanged by the
Shareholders are presently owned and held of record by Hyperdynamics, a wholly
owned subsidiary of the Company; and
WHEREAS, the Parties agree that the original business objectives
envisioned at the time of the Reorganization Agreement by the Company and HCCI
have not been achieved; and
WHEREAS, the Parties acknowledge that they each have unique management
styles; and
WHEREAS, the Parties agree that the business objectives and goals of
the Company and HCCI are not compatible and that it would be in each of the
Parties best interests to pursue their goals and objectives independent of one
another; and
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WHEREAS, the Parties hereto agree that in addition to the matters
referenced above, certain conditions as contemplated by the Reorganization
Agreement have not been satisfied as of the date hereof which also supports the
decision of the Parties to effectuate the divestiture of HCCI.
NOW, THEREFORE, in consideration of the foregoing, and mutual promises
contained herein and other good and valuable consideration, the Parties hereto
agree as follows:
1. The Shareholders hereby agree to deliver to the Company their
stock certificates representing, in the aggregate, 2,102,000 shares of common
stock of the Company, duly endorsed for transfer, in exchange for the delivery
by the Company and Hyperdynamics to the Shareholders of stock certificates
representing all of the issued and outstanding shares of common stock of HCCI,
which represents 1,000 shares to the Shareholders. Notwithstanding anything to
the contrary herein, the Shareholders acknowledge that the 1,000 shares of HCCI
acquired by Hyperdynamics pursuant to the Reorganization Agreement remained
certificated in the name of and in the possession of the Shareholders and the
Shareholders acknowledge the retention and receipt of the 1,000 shares and the
same need not be delivered to the Shareholders pursuant to this Agreement.
2. In consideration for the shares of the Company exchanged by
them, Trey Click and Houston Creative Connection Management Incentive Plan each
hereby acknowledge and agree that the shares of HCCI retained and received by
the other Shareholders represent all of the shares to which Trey Click and
Houston Creative Connection Management Incentive Plan are entitled under this
Agreement.
3. Contemporaneous with the execution of this Agreement and the
exchange of common stock, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ Click shall resign as
directors of the Company.
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4. The Company and HCCI agree that all intercompany charges
incurred up to the date hereof between the Company and HCCI will be offset
against each other so that no indebtedness will be outstanding from the Company
or Hyperdynamics to HCCI or from HCCI to the Company or Hyperdynamics.
5. The Company and Hyperdynamics represent and warrant that the
HCCI shares of common stock, when delivered by the Company and Hyperdynamics to
the Shareholders, constitute all of the issued and outstanding shares of HCCI
and are delivered free of any claim, lien, restriction or other encumbrance and
that immediately prior to such delivery to the Shareholders, Hyperdynamics is
the record and beneficial owner thereof. Except for the Reorganization
Agreement, the Company and Hyperdynamics represent and warrant that they have
not entered into any agreements or commitments affecting the capital stock,
assets, liabilities, operations, business or ownership of HCCI. The
Shareholders, jointly and severally, represent and warrant that the 2,102,000
shares of common stock of the Company delivered by the Shareholders to the
Company constitute all of the issued and outstanding shares of common stock of
the Company acquired by them pursuant to the Reorganization Agreement and are
delivered free of any claim, lien, restriction or other encumbrance arising by
or through them and represent that they are the record and beneficial owners
thereof. Except for the Reorganization Agreement, the Shareholders further
represent and warrant that they have not entered into any agreements or
commitments affecting the capital stock, assets, liabilities, operations,
business or ownership of the Company or Hyperdynamics.
6. This Agreement represents the entire agreement between the
Parties with respect to the termination of the Reorganization Agreement and the
divestiture of HCCI. Upon the execution hereof and the delivery of the stock
certificates contemplated hereby, neither HCCI and the
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Shareholders on the one hand and the Company and Hyperdynamics on the other,
will owe any duty, obligation, commitment or liability to the other with
respect to the Reorganization Agreement and the divestiture contemplated
hereby, and no other agreements, commitments, or obligations exist between the
Parties requiring future performance with respect to any matter whatsoever
except as provided herein. Notwithstanding the foregoing, subsequent to the
execution of this Agreement and the exchange of the securities contemplated
hereby, the Parties agree to cooperate with each other and to execute any and
all documents which may be required, consistent with the terms and conditions
hereof, in connection with the separation of the Company and HCCI.
7. HCCI and the Shareholders on the one hand, and the Company and
Hyperdynamics on the other, in exchange for the consideration and mutual
promises herein provided, and on behalf of any person claiming by or through
such parties, do hereby remise, waive, release, acquit and forever discharge
each other and their respective officers, directors, employees, agents,
successors and assigns from any and all claims, causes of action and demands of
any nature whatsoever, whether known or unknown, accrued or unaccrued,
contingent or otherwise, existing from the beginning of time through the date
hereof, including without limitation, counterclaims, demands, damages, debts,
agreements, covenants, suits, contracts, obligations, liabilities, accounts,
offsets, rights, actions and causes of action of any nature whatsoever which
have occurred in whole or in part or which were initiated, arose or relate to
any time or period up to and through the date hereof except for:
(i) any claims by either party for breach of this Agreement; or
(ii) any claims of the Shareholders of HCCI for indemnification
from the Company or Hyperdynamics pursuant to the following
paragraph.
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To the same extent as any other person who has served as an officer
and director of the Company, Hyperdynamics and the Company agree to indemnify
and hold the Shareholders harmless to the fullest extent permitted by law from
any claim or claims which may be asserted against them by any person, entity,
shareholder or governmental agency or authority which in any way relates to
their service as an officer, director, employee or agent of the Company or
Hyperdynamics.
8. The Company and Hyperdynamics covenant and agree that
following the completion of the divestiture of HCCI that neither they nor their
employees, officers, directors, agents, or affiliates will solicit the business
of any customers, accounts or prospects of HCCI existing as of the date of the
divestiture of HCCI for purposes of providing services which are the same or
similar to those provided by HCCI, provided however, that nothing contained
herein shall preclude the Company from providing non-personnel out-sourcing
services to the Houston Chronicle.
9. HCCI and the Shareholders on one hand, and the Company and
Hyperdynamics on the other, agree that they had access to or received
confidential information regarding the business and operations of the other
during the period of their affiliation. Each such party agrees to treat all
such information as the confidential and proprietary information of the other
and to not disclose or use any of such information without the prior written
consent of the other.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
HYPERDYNAMICS CORPORATION, a Delaware
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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HYPERDYNAMICS CORPORATION, a Texas
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
HOUSTON CREATIVE CONNECTIONS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
HCCI SHAREHOLDERS:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Shareholder
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, Shareholder
/s/ TREY CLICK
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Trey Click, Shareholder
HOUSTON CREATIVE CONNECTION
INCENTIVE PLAN
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Attorney in Fact
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