AGREEMENT AND PLAN OF REORGANIZATION
This Agreement is made as of the 27th day of November, 2000 by and among
Ethika Corporation, a Mississippi corporation (hereinafter referred to as
"ETKA") TRADEQUEST, Inc., a Utah corporation (hereinafter referred to as
"TRADEQUEST"), and the holders of one hundred percent of the outstanding shares
of common stock of Tradequest (hereinafter referred to individually by name or
as the "TRADEQUEST Shareholders" collectively).
This Agreement provides for the exchange of all of the outstanding common
stock of TRADEQUEST for 2,000,000 shares of common voting stock of ETKA
(representing not less than eighty percent (80%) of the then outstanding shares
of ETKA common stock), and other valuable consideration, all for the purpose of
and TRADEQUEST being a wholly owned subsidiary of ETKA and ETKA carrying on the
business of TRADEQUEST as set forth herein.
AGREEMENT
Now, therefore, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the parties to be derived here from, it is hereby agreed as follows:
ARTICLE 1: REPRESENTATIONS AND WARRANTIES OF ETKA
As an inducement to, and to obtain the reliance of TRADEQUEST, ETKA
represents and warrants as follows:
1.1. Organization, Good Standing, Power, Etc. ETKA (i) is a corporation
duly organized, validly existing and in good standing under the law of the State
of Mississippi; (ii) is qualified or authorized to do business as a foreign
corporation and is in good standing in all jurisdictions in which qualification
or authorization may be required; and (iii) has all requisite corporate power
and authority, licenses and permits to own or lease and operate its properties
and carry on its business as presently being conducted and to execute, deliver
and perform this Agreement and consummate the transactions contemplated hereby.
1.2. Articles of Incorporation and Bylaws. Prior to execution of this
Agreement by both parties, ETKA has furnished to TRADEQUEST's representatives
complete and correct copies of (i) its Articles of Incorporation, as amended to
date, and (ii) its Bylaws, as amended to date. ETKA' Articles of Incorporation
and Bylaws are in full force and effect, and they are not in violation of any of
the provisions thereof.
1.3 Capitalization. The authorized capital stock of ETKA consists solely of
50,000,000 shares of Common Stock, $1.00 par value, (the "ETKA Common Stock"),
of which, on the date hereof 28,360,346 shares are issued and outstanding and no
shares are held in the treasury of ETKA. At the Closing of this Agreement:
1.3.1 5,000,000 outstanding ETKA shares will have been purchased by and
cancelled by ETKA;
1.3.2 The remaining ETKA outstanding shares will have been reverse split on
a fifty to one (50 to 1) basis with fractional shares rounded up to the next
whole multiple of fifty shares; and
1.3.3 Up to 2,000,000 post reverse split shares of ETKA Common Stock
(representing not less than eighty percent (80%) of the then outstanding shares
of ETKA common stock) will have been lawfully and validly issued to the
Shareholders of TRADEQUEST. All of such issued and outstanding shares of the
ETKA Common Stock have been duly authorized and validly issued and are fully
paid and non-assessable with no personal liability attaching to the ownership
thereof and were not issued in violation of the preemptive or other rights of
any person.
1.4 Options, Warrants, Rights, Etc. By closing, ETKA will not have
outstanding any options, warrants or other rights to purchase or convert any
obligation into, any shares of the ETKA Common Stock, nor any instruments or
obligations to confer or create such rights except the outstanding options held
by the current directors of ETKA which on or before Closing will have been
amended in the form attached hereto as Exhibit 1.4.
1.5. Authorization of Agreement. This Agreement has been or will be at
Closing, duly and validly authorized, executed and delivered by ETKA.
1.6. Tax Matters. On or before Closing, ETKA will have prepared and filed
with the appropriate United States, state and local governmental agencies, and
all foreign countries and political subdivisions thereof, all tax returns
required to be filed; ETKA will have paid all taxes shown on such tax returns to
be payable or which have become due pursuant to any assessment, deficiency,
notice, 30 day letter or similar notice received by it; and the provisions for
income taxes payable in the Balance Sheets of ETKA delivered to TRADEQUEST are
sufficient for all accrued and unpaid taxes, whether or not disputed and for all
periods to and including the date of such Balance Sheet. On or before Closing,
ETKA will provide true and accurate copies of all tax returns filed for the last
three fiscal years, together with a balance sheet and income statement as of the
date of this Agreement. The balance sheet and income statement of ETKA shall be
updated through Closing.
1.7. Compliance with Applicable Laws. The conduct by ETKA of their business
does not violate or infringe on any domestic (federal, state or local) or
foreign law, statute, ordinance or regulation now in effect, or, to the
knowledge of ETKA proposed to be adopted, the enforcement of which would
materially and adversely affect its business or the value of its properties or
assets.
1.8. Litigation. There is no material claim, action, suit, proceeding,
arbitration, investigation or inquiry pending before any federal, state,
municipal, foreign or other court or governmental or administrative body or
agency, or any private arbitration tribunal, or to the knowledge of ETKA,
threatened, against, relating to or affecting ETKA or any of its properties or
business, or the transactions contemplated by this Agreement; nor to the
knowledge of ETKA is there any basis for any such material claim, action, suit,
proceeding, arbitration, investigation or inquiry which may have any adverse
effect upon the assets, properties or business of ETKA, or the transactions
contemplated by this Agreement. Neither ETKA nor any officer, director, partner
or employee of ETKA, have been permanently or temporarily enjoined by order,
judgment or decree of any court or other tribunal or any agency from engaging in
or continuing any conduct or practice in connection with the business engaged in
by ETKA. There is not in existence at present any order, judgment or decree of
any court or other tribunal or any agency enjoining or requiring ETKA to take
any material action of any kind or to which ETKA or its business, properties or
assets are subject or bound. ETKA is not in default under any order, license,
regulation or demand of any federal, state or municipal or other governmental
agency or with respect to any order, writ, injunction or decree or any court
which would have a materially adverse impact upon ETKA' operations or affairs.
1.9. Other Information. As disclosed to TRADEQUEST, none of the information
and documents made or to be made available by ETKA or any of its representatives
to TRADEQUEST or any of its representatives in connection with the transactions
contemplated by this Agreement is materially false or misleading or contains any
material misstatements of fact or omits any material fact necessary to be stated
in order to make the statements therein not misleading.
1.10. No Adverse Changes. Since the date of ETKA' most recent financial
statements, there has been no material adverse change in ETKA' financial
condition, assets, liabilities, or business.
1.11. Exchange Act Filings and Financial Statements. On or before Closing,
ETKA has delivered to TRADEQUEST true and accurate copies of all Financial
Statements and reports filed by ETKA with the United States Securities and
Exchange Commission (the SEC) pursuant to Section 12(g) of the Securities
Exchange Act of ▇▇▇▇ (▇▇▇ ▇▇▇▇ ▇▇▇) including without limitation, registration
statements, 10-KSB's, 10-QSB's, Form 8-K's, etc. for each of the annual,
quarterly or other fiscal periods for the past three fiscal years. ETKA
financial statements have been prepared in accordance with generally accepted
accounting principles applied on a basis consistent with that of prior years or
periods and fairly present the financial position and results of operations of
ETKA as of the respective dates and for the periods indicated in such
statements. The Balance Sheets of ETKA included in the statements make full and
adequate provision for all obligations, liabilities or commitments (fixed and
contingent) of ETKA as of their respective dates. As of the date of such
financial statements, ETKA had no material obligations, liabilities or
commitments (fixed or contingent) not required to be reserved against in the
foregoing financial statements or disclosed in the notes thereto in accordance
with generally accepted accounting principles, and since the date of the most
recent balance sheet has not incurred any material obligations, liabilities,
defaults or commitments except the transactions contemplated by this Agreement.
ETKA will file all reports required of it under the 1934 Act as a result of this
transaction, including a Form 8-K.
1.12 Shareholder Approval of Reorganization Terms. The reverse split of
outstanding ETKA common stock, the name change of ETKA, the elimination of par
value and changes to the number of directors upon completion of a reorganization
agreement such as this Agreement was duly authorized by the stockholders of ETKA
on or about June 25, 1999.
1.13 Payment of ETKA Obligations/Balance at Closing. At Closing, ETKA shall
have paid or otherwise settled all outstanding accounts payable and have account
balances of not greater than $1,000.
ARTICLE 2: REPRESENTATIONS AND WARRANTIES
OF TRADEQUEST
As an inducement to, and to obtain the reliance of ETKA, TRADEQUEST
represent and warrant as follows:
2.1. Organization, Good Standing, Power, Etc. TRADEQUEST (i) is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Utah and (ii) has all requisite corporate power and authority,
licenses, permits and franchises to own or lease and operate its properties and
carry on its business as presently being conducted and to execute, deliver and
perform this Agreement and consummate the transactions contemplated hereby.
2.2. Certificate of Incorporation and Bylaws. Prior to execution of this
Agreement by both parties, TRADEQUEST will furnish to ETKA' representatives a
complete and correct copy of (i) TRADEQUEST's Certificate of Incorporation, as
amended to date; and, (ii) TRADEQUEST's Bylaws, as amended to date. As of such
date and the date of Closing, TRADEQUEST's Certificate of Incorporation and
Bylaws are and shall be in full force and effect, and TRADEQUEST is not and
shall not be in violation of any of the provisions thereof.
2.3. Capitalization. As of the date hereof the authorized capital stock of
TRADEQUEST will consist solely of ______ Common Shares with a par value of __
per share. By Closing ______ shares of Common Stock will have been issued and
outstanding and no shares are held in the treasury of TRADEQUEST. All of such
issued and outstanding shares of TRADEQUEST Common Stock have been duly
authorized and validly issued and are fully paid and non-assessable with no
personal liability attaching to the ownership thereof.
2.4. Options, Warrants, Rights, Etc. By closing, TRADEQUEST will not have
outstanding any options, warrants or other rights to purchase or convert any
obligation into, any shares of the TRADEQUEST Common Stock, nor any instruments
or obligations to confer or create such rights.
2.5 Subsidiaries. TRADEQUEST does not have any subsidiaries and does not
own a controlling interest in any capital stock of any corporation except as
disclosed on Exhibit 2.5.
2.6. Authorization of Agreement. This Agreement has been or will be at
Closing duly and validly authorized, executed and delivered by TRADEQUEST.
2.7. Financial Statements. TRADEQUEST has delivered or will deliver prior
to Closing, to ETKA audited financial statements of TRADEQUEST for its most
recent fiscal year ending June 30, 2000. These financial statements have been
prepared to the best of TRADEQUEST's ability in accordance with generally
accepted accounting principles applied on a basis consistent with that of prior
years or periods, are correct and complete and to the best knowledge of
TRADEQUEST's management fairly present the financial position and results of
operations of TRADEQUEST as of the date thereof and for the periods indicated in
such statements. The Balance Sheets of TRADEQUEST included in the statements
makes full and adequate provisions for all obligations, liabilities or
commitments (fixed and contingent) of TRADEQUEST as of their respective dates.
As of the date of such financial statements, TRADEQUEST has no undisclosed
obligations, liabilities or commitments (fixed or contingent) not required to be
reserved against in the foregoing financial statements or disclosed in the notes
thereto in accordance with generally accepted accounting principles, except the
transactions contemplated by this Agreement.
2.8. Tax Matters. On or before Closing, TRADEQUEST will have prepared and
filed with the appropriate United States, state and local governmental agencies,
and all foreign countries and political subdivisions thereof, all tax returns
required to be filed; TRADEQUEST will have paid all taxes shown on such tax
returns to be payable or which have become due pursuant to any assessment,
deficiency, notice, 30 day letter or similar notice received by it; and the
provisions for income taxes payable in the Balance Sheets of TRADEQUEST
delivered to ETKA are sufficient for all accrued and unpaid taxes, whether or
not disputed and for all periods to and including the date of such Balance
Sheet. On or before Closing, TRADEQUEST will provide true and accurate copies of
all tax returns filed since its date of incorporation, together with a balance
sheet and income statement as of the date of this Agreement. The balance sheet
and income statement of TRADEQUEST shall be updated through Closing.
2.9. Material Contracts. There has not occurred any default by TRADEQUEST
of any event which with the lapse of time or the election of any person other
than TRADEQUEST or any combination thereof, will become a default, except
defaults, if any, which will not result in any material loss to or liability of
TRADEQUEST.
2.10 Permits, Licenses, Etc. TRADEQUEST have all permits, licenses, orders
and approvals of federal, state, local or foreign governmental or regulatory
bodies that are required in order to permit it to carry on their business as
presently conducted.
2.11. Compliance with Applicable Laws. The conduct by TRADEQUEST of their
business does not violate or infringe upon any domestic (federal, state or
local) or foreign law, statute, ordinance or regulation now in effect, or, to
the knowledge of TRADEQUEST proposed to be adopted, the enforcement of which
would materially and adversely affect its business or the value of their
properties or assets.
2.12. Litigation. There is no material claim, action, suit, proceeding,
arbitration, investigation or inquiry pending before any federal, state,
municipal, foreign or other court or governmental or administrative body or
agency, or any private arbitration tribunal, or to the knowledge of TRADEQUEST
threatened, against, relating to or affecting TRADEQUEST or any of their
properties or business, or the transactions contemplated by this Agreement; nor
to the knowledge of TRADEQUEST is there any basis for any such material claim,
action, suit, proceeding, arbitration, investigation or inquiry which may have
any adverse effect upon the assets, properties or business of TRADEQUEST, or the
transactions contemplated by this Agreement. Neither TRADEQUEST nor any officer,
director, partner or employee of TRADEQUEST, has been permanently or temporarily
enjoined by order, judgment or decree of any court or other tribunal or any
agency from engaging in or continuing any conduct or practice in connection with
the business engaged in by TRADEQUEST. There is not in existence at present any
order, judgment or decree of any court or other tribunal or any agency enjoining
or requiring TRADEQUEST to take any material action of any kind or to TRADEQUEST
and their respective business, properties or assets are subject or bound.
TRADEQUEST is not in default under any order, license, regulation or demand of
any federal, state or municipal or other governmental agency or with respect to
any order, writ, injunction or decree of any court which would have a materially
adverse impact upon TRADEQUEST's 's operations or affairs.
2.13. Other Information. None of the information and documents which have
been furnished or made available by TRADEQUEST or any of its representatives to
ETKA or any of their representatives in connection with the transactions
contemplated by this Agreement is materially false or misleading or contains any
material misstatements of fact or omits any material fact necessary to be stated
in order to make the statements therein not misleading.
2.14. Investment Representation by TRADEQUEST Shareholders. The TRADEQUEST
shareholders are acquiring shares of ETKA Common Stock issuable hereunder for
their own account and agree not to distribute any shares issuable there under
within the meaning of the Securities Act of 1933 (the 1933 Act), except as
otherwise provided herein, unless an appropriate registration statement has been
filed with the SEC or unless an exemption from registration under the 1933 Act
is available according to opinion of counsel for ETKA. Each certificate for
shares issued shall be stamped or otherwise imprinted with the following or a
substantially similar legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") nor any
state securities laws. These shares may not be offered for sale,
sold or otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an opinion of
counsel acceptable to ETKA that an exemption from such
registration is available."
By execution of this Agreement and the Subscription Agreement attached hereto as
Exhibit 2,14, the TRADEQUEST shareholders represent that they have sufficient
investment sophistication and ability to take the financial risks associated
with this transaction and those representations contained in this Section 2.14,
which meet the standards for availability of an exemption from the registration
requirements of the 1933 Act and from the registration and/or qualification
requirements of any other applicable securities law. The foregoing
notwithstanding, the Shares issuable hereunder may be registered in the name of
or transferred to family members, trusts and other related parties.
2.15. Investment Representation by ETKA. ETKA is acquiring the shares of
TRADEQUEST Common Stock issuable hereunder for its own account and agrees not to
distribute any shares within the meaning of the Securities Act of ▇▇▇▇ (▇▇▇ ▇▇▇▇
▇▇▇) unless an appropriate registration statement has been filed with the SEC or
unless an exemption from registration under the 1933 Act is available according
to opinion of counsel for TRADEQUEST. Each certificate for shares issued shall
be stamped or otherwise imprinted with the following or a substantially similar
legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") nor any
state securities laws. These shares may not be offered for sale,
sold or otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an opinion of
counsel acceptable to ETKA that an exemption from such
registration is available."
By execution of this Agreement ETKA represents that it has sufficient investment
sophistication and ability to take the financial risks associated with this
transaction and those representations contained in this Section 2.15, which meet
the standards for availability of an exemption from the registration
requirements of the 1933 Act and from the registration and/or qualification
requirements of any other applicable securities law.
ARTICLE 3: PLAN OF EXCHANGE AND CLOSING
3.1. The Exchange. The issued and outstanding shares of common stock of
TRADEQUEST shall be exchanged as follows for the consideration set forth herein:
A). At Closing, the TRADEQUEST Shareholders shall deliver to ETKA,
certificates representing all of the outstanding common stock of TRADEQUEST
properly endorsed for transfer thereto and executed Subscription Agreements for
the ETKA shares
B). At Closing, ETKA shall deliver to the TRADEQUEST Shareholders, ETKA
common shares in the form attached hereto.
3.2. Closing. The Closing of the transactions contemplated by this
Agreement shall take place on such date as may be agreed upon by the parties,
but no later than December 1, 2000 (herein called the "Closing Date"), at the
offices of TRADEQUEST, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ or
such other time and location as the parties may mutually agree.
3.3. Closing Events. At the Closing, each of the respective parties hereto
shall execute, acknowledge, and deliver (or shall cause to be executed,
acknowledged, and delivered) any agreements, resolutions, 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.
3.4 Directors of ETKA. Effective on the Closing Date of this transaction,
ETKA shall deliver certified resolutions to TRADEQUEST to the effect that all
existing Directors of ETKA shall have submitted their resignations effective on
Closing, and the Board of Directors of ETKA shall consist of the following
individuals:
▇▇▇▇ ▇. ▇▇▇▇▇▇ Chairman, Director
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Director
▇▇▇▇ ▇▇▇▇▇▇ Director
3.5. Officers of ETKA. Effective on the Closing Date of this transaction
ETKA shall deliver certified resolutions to TRADEQUEST to the effect that all
existing executive officers and employees of ETKA shall have submitted their
resignations effective on Closing, and the above Board shall have elected new
officers of TRADEQUEST to consist of the following persons:
▇▇▇▇ ▇. ▇▇▇▇▇▇ President, Chief Executive Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Vice President, Treasurer
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Secretary
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Plexus Vice President
3.6 Amendment to Articles of Incorporation of ETKA. Effective on the
Closing Date of this transaction ETKA shall deliver certified resolutions and
Articles of Amendment to TRADEQUEST to the effect that:
3.6.1 The name of ETKA shall be changed to Tradequest International, Inc.
3.6.2 The par value of the ETKA common stock shall be eliminated.
ARTICLE 4: SPECIAL COVENANTS
4.1. Due Diligence. The parties hereto shall have up to and including
November 3, 2000 within which to complete their due diligence investigations on
the other party and the transaction contemplated hereunder. In the event either
party hereto decides, in its sole discretion, not to proceed with the Closing
based on its due diligence investigation, it shall notify the other in writing
on or before 5:00 P.M. Mountain Time, November 3, 2000 of such decision and this
Agreement.
4.2. Exchange of Information. Each party shall cooperate fully by
exchanging information requested by the other party in a timely manner. Without
in any manner reducing or otherwise mitigating the representations contained
herein, each party and/or its attorneys shall have the opportunity to meet with
the accountants and attorneys of the other party to discuss its respective legal
and financial condition and this transaction. If this transaction is not
completed, all documents received by each party and/or its attorney shall be
returned to the other party and all such information so received shall be
treated as confidential in accordance with Section 6.10.
4.3. Conduct of Business. Prior to Closing, ETKA and TRADEQUEST shall each
conduct their business in the normal course, and shall not sell, pledge, or
assign any assets, without the prior written approval of the other party, except
in the regular course of business. Neither ETKA and TRADEQUEST shall amend their
Articles of Incorporation or Bylaws, declare dividends, redeem or sell stock or
other securities, incur additional or newly-funded liabilities, acquire or
dispose of fixed assets, change employment terms, enter into any material or
long-term contract, guarantee obligations of any third party, settle or
discharge any balance sheet receivable for less than its stated amount, pay more
on any liability than its stated amount, or enter into any other transaction
other than in the regular course of business and with notice to the other party.
ARTICLE 5: CONDITIONS PRECEDENT TO
OBLIGATIONS OF PARTIES
5.1. TRADEQUEST and TRADEQUEST'S SHAREHOLDERS' Closing Conditions. The
obligations of TRADEQUEST and TRADEQUEST'S SHAREHOLDERS hereunder are subject to
fulfillment prior to or at the Closing of each of the following conditions:
A). Closing Date. The transactions contemplated by this Agreement shall be
closed on or before December 1, 2000.
B). Representations and Warranties. The representations and warranties of
ETKA made pursuant to Article 1 above shall be true and accurate in all material
respects as of the Closing Date.
C). Performance. ETKA shall have performed and complied with all agreements
and conditions required by this Agreement to be performed or complied with by it
prior to or at the Closing.
D). No Adverse Changes. There shall not have been, since the date of the
latest audited financial statements of ETKA, any materially adverse change in
ETKA' financial condition, assets, liabilities or business.
E). Current Status with Securities and Exchange Commission. ETKA shall have
prepared and filed with the SEC all periodic reports required under the 1934 Act
pursuant to Section 12(g) thereof.
F). Indemnity Agreement of Fond Mondial D'Investissement ETKA shall deliver
at Closing, the Indemnity Agreement of the ETKA principal shareholder, Fond
Mondial D'Investissement, attached hereto as Exhibit 5.1. G, whereby Fond
Mondial D'Investissement shall agree for one year from the date of Closing, to
indemnify and hold TRADEQUEST harmless against any damage or liability arising
against ETKA during the period of December 27, 1997 through the date of Closing.
G). Due Diligence. TRADEQUEST and TRADEQUEST'S SHAREHOLDERS shall have
completed and be satisfied with its due diligence investigation of ETKA pursuant
to Article 4.1.
5.2. ETKA' Closing Conditions. The obligations of ETKA hereunder are
subject to fulfillment prior to or at the Closing of each of the following
conditions:
A). Initial Payment. Upon execution of this Agreement, TRADEQUEST shall
have paid $50,000 to ETKA which shall be no refundable regardless of Closing.
B). Closing Date. The transactions contemplated by this Agreement shall be
closed on or before December 1, 2000.
C). Representations and Warranties. The representations and warranties of
TRADEQUEST made pursuant to Article 2 above, shall be true and accurate in all
material respects as of the Closing Date.
D). Performance. TRADEQUEST and TRADEQUEST Shareholders shall have
performed and complied with all agreements and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing
including but not limited to delivery of $350,000 in certified funds payable to
ETKA.
E). No Adverse Changes. There shall not have been, since the date of the
latest audited financial statements of TRADEQUEST, any materially adverse change
in their financial condition, assets, liabilities or business;
F). Due Diligence. ETKA shall have completed and be satisfied with its due
diligence investigation of TRADEQUEST pursuant to Article 4.1.
ARTICLE 6: MISCELLANEOUS
6.1. Expenses and Further Assurances. The parties hereto shall each bear
their respective costs and expenses incurred in connection with the transactions
contemplated by this Agreement. Each party hereto will use its best efforts
provide any and all additional information, execute and deliver any and all
documents or other written material and perform any and all acts necessary to
carryout the intent of this Agreement.
6.2. Survival of Representations, Warranties and Covenants. All of the
representations, warranties and covenants made as of the date of this Agreement
and as of Closing, shall survive the closing of this transaction.
6.3. Successors and Assigns. All representations, warranties, covenants and
agreements in this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, representatives,
successors and assigns whether so expressed or not.
6.4. Governing Law. This Agreement is to be governed by and interpreted
under the laws of the State of Utah, without giving effect to the principles of
conflicts of laws thereof. In addition, the parties agree to venue and
jurisdiction in the State or Federal Courts of the State of Utah in and for Salt
Lake City.
6.5. Section and Other Headings. The section and other headings herein
contained are for convenience only and shall not be construed as part of this
Agreement.
6.6. Counterparts. This Agreement may be executed in any number of
counterparts and each counterpart shall constitute an original instrument, but
all such separate counterparts shall constitute but one and the same instrument.
6.7. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, understandings
and arrangements, oral or written, between the parties hereto with respect to
the subject matter hereof. This Agreement may not be amended or modified, except
by a written agreement signed by all parties hereto.
6.8. Severability. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffectual to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
6.9. Confidentiality. Each party hereto agrees with the other parties that,
unless and until this Agreement has been consummated, or for a period of one (1)
year from the date of this Agreement if the transaction contemplated by this
Agreement is not consummated it and its representatives will hold in strict
confidence all data and information obtained with respect to the other party
from any representative, Officer, Director or employee, or from any books or
records or from personal inspection, of such other party, and shall not use such
data or information or disclose the same to others, except: (i) to the extent
such data or information has theretofore been publicly disclosed, is a matter of
public knowledge or is required by law to be publicly disclosed; and (ii) to the
extent that such data or information must be used or disclosed in order to
consummate the transactions contemplated by this Agreement. The foregoing
notwithstanding, ETKA shall be authorized to publicly announce the execution and
closing of this Agreement, details thereof and a description of TRADEQUEST and
the business conducted thereby.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective Officers, hereunto duly authorized, as of the
date first above written.
ETHIKA CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ATTEST:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
TRADEQUEST, INC.
By: /▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇ ATTEST: /s/ ▇▇▇▇▇▇▇▇▇ ▇. Cassut
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▇▇▇▇ ▇. ▇▇▇▇▇▇, President ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary/Treasurer