AMENDED AND RESTATED AGREEMENT AND PLAN OF DISTRIBUTION
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF DISTRIBUTION (the
"Agreement") dated as of April __, 2000 by and between Internet Law Library,
Inc., a Delaware corporation formerly known as Planet Resources, Inc.
("ILL") and Planet Resources, Inc., a Delaware corporation formerly known
as New Planet Resources, Inc. ("Planet").
W I T N E S S E T H:
WHEREAS,
ILL, National Law Library, Inc., a Texas corporation
("National") and the shareholders of National have previously
entered into an Agreement and Plan of Reorganization dated March 25, 1999 (the
"Reorganization Agreement"), providing for the acquisition of
all of the outstanding shares of capital stock of National by ILL (the
"Acquisition");
WHEREAS,
effective as of March 25, 1999, ILL and Planet entered into that certain
Agreement and Plan of Distribution (the "Original Distribution
Agreement") pursuant to the terms of which, upon the consummation of
the transactions contemplated by the Reorganization Agreement and in furtherance
thereof, ILL agreed to transfer to Planet all of its right, title and interest
in and to the Mineral Properties (as hereinafter defined) in exchange for the
issuance and distribution by Planet of the Distribution Shares (as hereinafter
defined);
WHEREAS, the transactions contemplated by the Original Distribution Agreement
have never been consummated; and
WHEREAS,
in order more fully to define their rights and responsibilities pursuant to
the Original Distribution Agreement, and to consummate the transactions
contemplated thereby on an accelerated basis in view of the passage of time
since the date of execution thereof, ILL and Planet desire to enter into this
Agreement, which shall supplant the Original Distribution Agreement in its
entirety, for the express purposes of providing for the conveyance of the
Mineral Properties and the Distribution of the Distribution Shares, as such
terms are hereinafter defined, on an expedited basis following the date of
execution of this Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and of
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, ILL and Planet hereby agree as follows:
DEFINITIONS
General.
As used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):
Action: shall mean any action, suit, claim, arbitration, inquiry,
proceeding or investigation by or before any court, any governmental or
other regulatory or administrative agency, body or commission or any arbitration
tribunal.
Agreement: This Amended and Restated Agreement and Plan of Distribution,
as amended or supplemented from time to time.
Affiliate: an Affiliate of any Person shall mean any Person directly
or indirectly controlling or controlled by or under direct or
indirect common control with such Person. For purposes of this definition,
"control" when used with respect to any Person means the power to direct
the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
CERCLA: shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., as
the same may be amended from time to time.
Commission: shall mean the Securities and Exchange Commission.
Distribution: shall mean the distribution by Planet of the Distribution
Shares, as contemplated by Article IV of this Agreement.
Distribution Date: The date or dates selected by Planet to distribute the
Distribution Shares, which shall occur not later than the first
business day after the Effective Date, as the date on which the Distribution
shall be effected.
Distribution Record Date: shall mean such date as may hereafter be
determined by ILL's Board of Directors as the record date for
determining the stockholders of ILL entitled to receive the Distribution Shares.
Distribution Shares: shall mean the shares of Common Stock, par value
$.001 per share, of Planet, together with certain options to
purchase such shares of Planet Common Stock, to be issued and distributed by
Planet as contemplated by this Agreement.
Environmental Laws and Orders: shall mean, collectively, all laws
and orders relating to industrial hygiene, occupational safety
conditions or environmental conditions on, under or about the real estate
associated with the Mineral Properties, including, without limitation,
RCRA, CERCLA and all other laws and orders relating to emissions, discharges,
releases or threatened releases of pollutants, contaminants, chemicals
or industrial, hazardous or toxic materials or wastes into the environment
(including ambient air, surface water, ground water, land surface or
sub-surface strata) or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemicals or industrial hazardous, toxic materials or
wastes.
Exchange Act: The Securities Exchange Act of 1934, as amended from time
to time.
Effective Date: The date on which the Distribution contemplated by this
Agreement is authorized to commence pursuant to the Securities Act.
Effective Time: The time on the Effective Date when the Distribution
of the Distribution Shares contemplated by this Agreement is
authorized to commence pursuant to the Securities Act.
Indemnifiable Losses: shall mean any and all losses, liabilities,
claims, damages, penalties, fines, demands, awards and judgments,
including reasonable costs and expenses (including, without limitation,
attorneys' fees and any and all out-of-pocket expenses) whatsoever
reasonably incurred in investigating, preparing for or defending against any
Actions or potential Actions and which are incurred by any Indemnitee
(as hereinafter defined).
Mineral Properties: shall mean the mineral estate described on Schedule I
to this Agreement.
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NASD: shall mean the National Association of Securities Dealers, Inc.
Person: shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an association, a company, an
unincorporated organization, a government or any department, political
subdivision or agency thereof.
Prospectus: The prospectus included in any Registration Statement, as
amended or supplemented by any prospectus supplement with respect to
the terms of the distribution of any portion of the Distribution Shares
covered by such Registration Statement and by all other amendments and
supplements to the Prospectus, including post-effective amendments and all
documents incorporated by reference in such prospectus. If the
prospectus filed pursuant to Rule 424(b) or Rule 424(c) of the Securities Act
shall differ from the Prospectus, the term "Prospectus" shall also
include the prospectus filed pursuant to such Rule.
RCRA shall mean the Resource Conservation and Recovery Act of 1976, 42
U.S.C. Section 6901, et seq., as the same may be amended from time
to time.
Registration Statement: Any registration statement of Planet which
covers any of the Distribution Shares pursuant to the provisions of
this Agreement, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all
exhibits and all documents incorporated by reference in such Registration
Statement.
Rules and Regulations: The rules and regulations of the Commission.
Securities Act: shall mean the Securities Act of 1933, as amended from
time to time.
Transfer Agent: shall mean Atlas Stock Transfer Corporation, and its
successors and assigns.
References;
Interpretation. References to a "Schedule" or an
"Exhibit" are, unless otherwise specified, to one of the Schedules or
Exhibits attached to this Agreement, and references to a "Section"
are, unless otherwise specified, to one of the Sections of this Agreement.
CERTAIN COVENANTS
Directors
and Officers of Planet. On the Distribution Date, the parties hereto shall
use their best efforts to cause: (i) the election to the Board of Directors of
Planet of the individuals to be identified in the Prospectus as directors of
Planet, effective upon the Effective Date, and (ii) the directors of Planet to
elect as officers of Planet the individuals to be identified in the Prospectus
as the officers of Planet, effective upon the Effective Date.
Conveyance
of Mineral Properties; Assumption of Liabilities. In consideration of the
Distribution by Planet of the Distribution Shares, ILL hereby agrees to
transfer, convey, assign and deliver to Planet and to the successors and assigns
of Planet, effective as of the Distribution Date, all of the right, title and
interest of ILL in and to the Mineral Properties. Planet hereby unconditionally
agrees, effective as of the Distribution Date, to assume, pay, perform and
discharge any and all liabilities associated with the Mineral Properties,
including, without limitation, all liabilities arising under the Environmental
Laws and Orders.
NASD
Qualification. Planet shall use its best efforts to qualify the Distribution
Shares for quotation on the Electronic Bulletin Board operated by the NASD.
Best Efforts Undertaking of
Planet. Planet hereby expressly covenants and agrees to use its best efforts to
effect the Distribution of the Distribution Shares on an expedited basis
following the execution of this Agreement.
INDEMNIFICATION
Indemnification
by Planet. From and after the Distribution Date, except as otherwise
specifically set forth in any provision of this Agreement, Planet shall
indemnify, defend and hold harmless ILL, its successors and permitted assigns
and its directors, officers, stockholders, employees, representatives,
Affiliates, agents and associates (collectively hereinafter, the
"Indemnitees") from and against any and all Indemnifiable
Losses of any of the Indemnitees related in any way to or otherwise arising in
connection with: (a)and#160;the ownership or operation of the Mineral Properties
by Planet; (b)and#160;the violation of any Environmental Laws and Orders in
connection with the ownership or operation of the Mineral Properties by Planet;
(c)and#160;the breach by Planet at any time of any representation, warranty,
covenant or agreement of Planet provided in this Agreement; and (d)and#160;any
claims relating to the Prospectus or the Registration Statement.
Procedures for Indemnification. If a claim or demand is made against an
Indemnitee by any person who is not a party
to this Agreement (a "Third Party Claim") as to which such
Indemnitee is entitled to indemnification pursuant to this Agreement, such
Indemnitee shall notify Planet in writing, and in reasonable detail, of the
Third Party Claim promptly (and in any event within 20 business days) after
receipt by such Indemnitee of written notice of the Third Party Claim; provided,
however, that failure to give such notification within such 20 business day
period shall not affect the indemnification provided hereunder except to the
extent to which Planet shall have been actually prejudiced as a result of such
failure (except that Planet shall not be liable for any expenses incurred during
the period in which the Indemnitee failed to give such notice). Thereafter, the
Indemnitee shall deliver to Planet promptly (and in any event within 20 business
days) after the Indemnitee's receipt thereof, copies of all notices and
documents (including court papers) received by the Indemnitee relating to the
Third Party Claim.
If
a Third Party Claim is made against an Indemnitee, Planet shall be entitled to
participate in the defense thereof and, if it so chooses and acknowledges in
writing its obligation to indemnify the Indemnitee therefor, to assume the
defense thereof with counsel selected by Planet; provided that such counsel is
not reasonably objected to by the Indemnitee. Should Planet so elect to assume
the defense of a Third Party Claim, Planet shall not be liable to the Indemnitee
for legal or other expenses subsequently incurred by the Indemnitee in
connection with the defense thereof. If Planet assumes such defense, the
Indemnitee shall have the right to participate in the defense thereof and to
employ counsel, at its own expense, separate from the counsel employed by
Planet, it being understood that Planet shall control such defense. Planet shall
be liable for the fees and expenses of counsel employed by the Indemnitee (i)
for any period during which Planet has failed to assume the defense thereof
(other than during the 20 business day period prior to the time the Indemnitee
shall have given notice of the Third Party Claim as provided above) or (ii) in
the event the Indemnitee reasonably determines, based on the advice of its
counsel that there shall exist a conflict of interest between the Indemnitee and
Planet or that there are defenses available to the Indemnitee that are not
available to Planet, the effect of which shall be to make it impractical for the
Indemnitee and Planet to be jointly represented by the same counsel, in which
case Planet shall be liable for the fees and expenses of one counsel for all
Indemnitees in any single or series of related Actions. If Planet so elects to
assume the defense of any Third Party Claim, the Indemnitee shall cooperate with
Planet in the defense or prosecution thereof.
If
Planet acknowledges in writing liability for indemnification of a Third Party
Claim, then in no event will the Indemnitee admit any liability with respect to,
or settle, compromise or discharge, any Third Party Claim without Planet's
prior written consent; provided, however, that the Indemnitee shall have the
right to settle, compromise or discharge such Third Party Claim without the
consent of Planet if the Indemnitee releases Planet from its indemnification
obligations hereunder with respect to such Third Party Claim and such
settlement, compromise or discharge would not otherwise adversely affect Planet.
If Planet acknowledges in writing liability for indemnification of a Third Party
Claim, the Indemnitee will agree to any settlement, compromise or discharge of a
Third Party Claim that Planet may recommend that by its terms (i) obligates
Planet to pay the full amount of the liability in connection with such Third
Party Claim, (ii) releases the Indemnitee completely in connection with such
Third Party Claim and (iii) would not otherwise adversely affect the Indemnitee;
provided, however, that the Indemnitee may refuse to agree to any such
settlement, compromise or discharge and may assume the defense of such Third
Party Claim if the Indemnitee agrees (A) that Planet's indemnification
obligation with respect to such Third Party Claim shall not exceed the amount
that would have been required to be paid by or on behalf of Planet in connection
with such settlement, compromise or discharge and (B) to assume all costs and
expenses thereafter incurred in connection with the defense of such Third Party
Claim (other than those contemplated by subclause (A) herein above).
Notwithstanding
the foregoing, Planet shall not be entitled to assume the defense of any Third
Party Claim (and shall be liable for the fees and expenses of counsel incurred
by the Indemnitee in defending such Third Party Claim) if the Third Party Claim
seeks an order, injunction or other equitable relief or relief other than money
damages against the Indemnitee which the Indemnitee reasonably determines, based
on the advice of its counsel, cannot be separated from any related claim for
money damages. If such equitable or other relief portion of the Third Party
Claim can be so separated from the claim for money damages, Planet shall be
entitled to assume the defense of the portion relating to money damages.
Indemnification
Payments. Any indemnification required by this Article III shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or the Indemnifiable Losses are
incurred.
Survival
of Indemnification Obligations. The obligations of Planet under this Article
III shall survive indefinitely the execution and delivery of this Agreement.
THE DISTRIBUTION
Issuance
And Distribution of the Distribution Shares. In exchange for the conveyance
and transfer by ILL to Planet of the Mineral Properties, Planet shall, on or
prior to the Distribution Date, issue the Distribution Shares in such number as
shall be required to effect the Distribution contemplated by this Agreement. In
connection therewith, ILL shall deliver to Planet for cancellation any share
certificates currently held by ILL representing shares of Planet Common Stock.
Planet
shall deliver to the Transfer Agent on or prior to the Distribution Date the
share certificates representing the Distribution Shares and shall instruct the
Transfer Agent to distribute, on or as soon as practicable following the
Distribution Date, such Distribution Shares to holders of record of shares of
capital stock of ILL on the Distribution Record Date as further contemplated by
the Prospectus and this Agreement. Planet shall provide all share certificates
that the Transfer Agent shall require in order to effect the Distribution.
Planet
hereby represents and warrants that at the Distribution Date, the
representations and warranties of Planet herein contained and the statements
contained in all certificates theretofore or simultaneously delivered by Planet
to ILL pursuant to this Agreement, shall in all respects be true and correct.
Planet
shall give irrevocable instructions to the Transfer Agent to deliver to ILL (at
Planet's expense) for a period of three years from the Distribution Date,
daily advice sheets showing any transfers of Distribution Shares and from time
to time during such period a complete stockholders' list will be furnished
by Planet when requested by ILL.
Conditions
to the Distribution. Planet's obligation to effect the Distribution
hereunder shall be subject to the accuracy as of the date hereof and as of the
Distribution Date, of the representations and warranties on the part of Planet
herein contained, to the performance by Planet of all its agreements herein
contained, to the fulfillment of or compliance by Planet with all covenants and
conditions hereof, and to the following additional conditions:
On
or prior to each Distribution Date, no order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for that purpose
shall have been initiated or threatened by the Commission or be pending; any
request for additional information on the part of the Commission (to be included
in the Registration Statement or the Prospectus or otherwise) shall have been
complied with to the satisfaction of the Commission; and neither the
Registration Statement nor any amendment thereto shall have been filed to which
counsel to ILL shall have reasonably objected, in writing.
On
or prior to the first Distribution Date, the Distribution Shares shall have (i)
been authorized for quotation on the NASD Automated Quotation System (NASDAQ) or
the Electronic Bulletin Board and at least one NASD member firm shall have
agreed to make a market in the Distribution Shares, or (ii) been approved for
listing on a regional, national or international exchange.
Between
the date hereof and each Distribution Date, Planet shall not have sustained any
loss on account of fire, explosion, flood, accident, calamity or other cause, of
such character as materially adversely affects its business or property, whether
or not such loss is covered by insurance.
Between
the date hereof and each Distribution Date there shall be no material litigation
instituted or to the knowledge of Planet threatened against Planet and there
shall be no proceeding instituted or to the knowledge of Planet threatened
against Planet before or by any federal or state commission, regulatory body or
administrative agency or other governmental body, domestic or foreign, wherein
an unfavorable ruling, decision or finding would materially adversely affect the
business, franchises, licenses, permits, operations or financial condition or
income of Planet.
Except
as contemplated herein or as set forth in the Registration Statement and
Prospectus, during the period subsequent to the Effective Date and prior to each
Distribution Date, (i) Planet shall have conducted its business in the usual and
ordinary manner as the same was being conducted on the date of the initial
filing of the Registration Statement and (ii) except in the ordinary course of
its business, Planet shall not have incurred any liabilities or obligations
(direct or contingent), or disposed of any of its assets, or entered into any
material transaction or suffered or experienced any substantially adverse change
in its condition, financial or otherwise. On each Distribution Date, the capital
stock and surplus accounts of Planet shall be substantially as great as at its
last financial report without considering the proceeds from the Distribution of
the Distribution Shares.
The
authorization of the Distribution Shares, the Registration Statement, the
Prospectus and all corporate proceedings and other legal matters incident
thereto and to this Agreement, shall be reasonably satisfactory in all material
respects to counsel to ILL.
Counsel
to Planet shall have furnished to ILL its opinion, dated the first Distribution
Date, addressed to ILL, or its counsel to the effect that:
Planet
has been duly incorporated and is a validly existing corporation in good
standing under the laws of the state of its incorporation with full corporate
power and authority to own and operate its properties and to carry on its
business as set forth in the Registration Statement and Prospectus, and has an
authorized and outstanding capitalization as set forth in the Registration
Statement and Prospectus; Planet is duly licensed or qualified as a foreign
corporation in all jurisdictions in which by reason of maintaining an office in
such jurisdiction or by owning or leasing real property in such jurisdiction it
is required to be so licensed or qualified, except where the failure to do so
would not have a material adverse effect on the business, properties or
operations of Planet.
The
Distribution Shares and the outstanding capital stock of Planet conform to the
statements concerning them in the Registration Statement and Prospectus; the
outstanding capital stock of Planet has been duly and validly issued and is
fully-paid and non-assessable and is not subject to any pre-emptive rights or
any other rights of third Persons; the Distribution Shares have been duly and
validly authorized are duly and validly issued, fully paid and non-assessable
and are not subject to any pre-emptive rights or any other rights of third
Persons.
No
consents, approvals, authorizations or orders of any governmental authorities
are necessary for the valid Distribution of the Distribution Shares hereunder,
except such as may be required under the Securities Act or state securities
laws.
The
Registration Statement has become effective under the Securities Act and, to the
best knowledge of such counsel, no order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Securities Act, and the
Registration Statement and Prospectus, and each amendment thereof and supplement
thereto, comply as to form in all material respects with the requirements of the
Securities Act and the Rules and Regulations (except that no opinion need be
expressed as to financial statements and financial data contained in the
Registration Statement or Prospectus), and nothing has come to the attention of
such counsel which would lead such counsel to believe that either the
Registration Statement or the Prospectus or any such amendment or supplement
contains any untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and such counsel is familiar with all contracts referred to in
the Registration Statement or in the Prospectus and such contracts are
sufficiently summarized or disclosed therein, or filed as exhibits thereto, as
required, and such counsel does not know of any other contracts required to be
summarized or disclosed or filed, and such counsel does not know of any legal or
governmental proceedings pending or threatened to which Planet is a party, or in
which property of Planet is the subject, of a character required to be disclosed
in the Registration Statement or the Prospectus which are not disclosed and
properly described therein.
Based
upon Planet's representations, Planet (a) owns the real and personal
properties shown in the Prospectus as being owned by it by good and marketable
title, free and clear of all liens, encumbrances and equities of record, except
for those expressly referred to in the Prospectus, and except for those which do
not in the reasonable opinion of such counsel materially affect the use or value
of such assets, and except for the lien of current taxes not due, or (b) holds
by valid lease its properties as shown in the Prospectus, and to the best
knowledge of such counsel is not in violation of any applicable laws, ordinances
and regulations applicable thereto.
The
Agreement has been duly authorized and executed by Planet and is a valid and
binding agreement of Planet, enforceable against Planet in accordance with its
terms, except that no opinion need be given regarding rights of indemnification
under the Agreement and enforceability under laws affecting creditors'
rights.
To
the best knowledge of such counsel, the representations and warranties of Planet
contained in the Agreement are true and correct.
Such
opinion shall also cover such other matters incident to the transactions
contemplated by this Agreement as ILL shall reasonably request.
At
any Distribution Date, subsequent to the first Distribution Date, Planet shall
have furnished to ILL the opinion of such counsel, dated such Distribution Date
and confirming in all respects, as of such Distribution Date, the opinion given
by such counsel on the first Distribution Date pursuant to this Section 4.2 (h).
Planet
shall have furnished to ILL a certificate of the President and the Treasurer of
Planet, dated as of the first Distribution Date, to the effect that:
The
representations and warranties of Planet in this Agreement are true and correct
at and as of such Distribution Date, and Planet has complied with all the
agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to the first Distribution Date;
The
Registration Statement has become effective and no order suspending the
effectiveness of the Registration Statement has been issued, and, to the best
knowledge of the respective signers, no proceeding for that purpose has been
initiated or is threatened by the Commission;
The
respective signers have each carefully examined the Registration Statement and
the Prospectus and any amendments and supplements thereto, and to the best of
their knowledge, the Registration Statement and the Prospectus and any
amendments and supplements thereto and all statements contained therein are true
and correct, and neither the Registration Statement nor the Prospectus nor any
amendment or supplement thereto includes any untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading and, since the Effective Date,
there has occurred no event required to be set forth in an amended or
supplemented Prospectus which has not been so set forth; and
Except
as set forth in the Registration Statement and Prospectus since the respective
dates as of which or periods for which information is given in the Registration
Statement and Prospectus and prior to the date of such certificate (A) there has
not been any materially adverse change, financial or otherwise, in the affairs
or condition of Planet and (B) Planet has not incurred any material liabilities,
direct or contingent, or entered into any material transactions, otherwise than
in the ordinary course of business.
At
any Distribution Date, subsequent to the first Distribution Date, Planet shall
have furnished to ILL a letter from the President and Treasurer of Planet,
confirming in all respects, as of such Distribution Date, the opinions given by
such President and Treasurer on the first Distribution Date pursuant to this
Section 4.2(i).
Planet
shall have furnished to ILL at or prior to the Distribution Date, such other
certificates, additional to those specifically mentioned herein, as ILL may have
reasonably requested as to: (i)and#160;the accuracy and completeness of any
statement in the Registration Statement or the Prospectus, or in any amendment
or supplement thereto; (ii) the accuracy of the representations and warranties
of Planet herein; (iii)and#160;the performance by Planet of its obligations
hereunder; or (iv)and#160;the fulfillment of the conditions concurrent and
precedent to its obligations hereunder, which are required to be performed or
fulfilled on or prior to the Distribution Date.
All
the opinions, letters, certificates and evidence mentioned above or elsewhere in
this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in form and substance satisfactory to counsel to ILL, whose
approval shall not be unreasonably withheld. ILL reserves the right to waive any
of the conditions herein set forth.
REGISTRATION OF PLANET SHARES
Registration
Procedures. Planet shall use its best efforts to effect such registrations
to permit the Distribution of the Distribution Shares in accordance with the
terms of this Agreement, and pursuant thereto Planet will as expeditiously as
possible:
Prepare
and file with the Commission, as soon as practicable, a Registration Statement
or Registration Statements relating to the applicable registration on any
appropriate form under the Securities Act, which form shall be available for the
Distribution of the Distribution Shares in accordance with the terms of this
Agreement, and shall include all financial statements required by the Commission
to be filed therewith, and use its best efforts to cause such Registration
Statement to become effective; provided, however, that before filing a
Registration Statement or Prospectus or any amendments or supplements thereto,
including documents incorporated by reference after the initial filing of the
Registration Statement, Planet will furnish to ILL copies of all such documents
proposed to be filed, and Planet will not file any registration Statement or
amendment thereto or any Prospectus or any supplement thereto (including such
documents incorporated by reference) to which ILL shall reasonably object;
Prepare
and file with the Commission such amendments and post-effective amendments to
the Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period, or such shorter period which will
terminate when all Distribution Shares covered by such Registration Statement
have been distributed; and cause the Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed with the
Commission pursuant to Rule 424 under the Securities Act;
Notify
ILL promptly, and (if requested by ILL) confirm such advice in writing
(i)and#160;when the Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to the Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any
request by the Commission for amendments or supplements to the Registration
Statement or the Prospectus or for additional information, (iii) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose,
(iv) of the receipt by Planet of any notification with respect to the suspension
of the qualification of the Distribution Shares for distribution in any
jurisdiction or the initiation or threatening of any proceeding for such purpose
and (v) of the happening of any event which makes any statement made in the
Registration Statement, the Prospectus or any document incorporated therein by
reference untrue or which requires the making of any changes in the Registration
Statement, the Prospectus or any document incorporated therein by reference in
order to make the statements therein not misleading;
Make
every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of the Registration Statement at the earliest possible moment;
If
requested by ILL, promptly incorporate in a Prospectus supplement or
post-effective amendment such information as ILL requests to be included therein
relating to the Distribution of the Distribution Shares and make all required
filings of such Prospectus supplement or post-effective amendment;
Furnish
to ILL, without charge, at least one copy of the Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits (including
those incorporated by reference);
Deliver
to ILL without charge as many copies of the Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto as ILL may
reasonably request;
Prior
to any public offering of Distribution Shares, register or qualify or cooperate
with ILL and its counsel in connection with the registration or qualification of
such Distribution Shares covered by the Registration Statement; provided,
however, that Planet will not be required to qualify generally to do business in
any jurisdiction where it is not then so qualified or to take any action which
would subject it to general service of process in any such jurisdiction where it
is not then so subject;
Effect
the timely preparation and delivery of certificates representing Distribution
Shares to be distributed, which certificates shall not bear any restrictive
legends; and enable such Distribution Shares to be in such denominations and
registered in such names as ILL may request at least two business days prior to
any distribution of Distribution Shares to the stockholders of ILL;
Use
its best efforts to cause the Distribution Shares covered by the applicable
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the
consummation of the Distribution of such Distribution Shares;
Upon
the occurrence of any event contemplated by subparagraph 5.1(c)(v) above,
prepare a supplement or post-effective amendment to the Registration Statement
or the related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
stockholders of ILL, the Prospectus will not contain an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading;
Use
its best efforts to cause all Distribution Shares covered by the Registration
Statement to be listed on each securities exchange on which similar securities
issued by Planet are then listed if requested by ILL or, if not listed, to
become listed or qualified for quotation on the NASDAQ Stock Market or the
Electronic Bulletin Board;
Provide
a CUSIP number for all Distribution Shares, not later than the effective date of
the applicable Registration Statement;
Make
generally available to its security holders earnings statements satisfying the
provisions of Section 11(a) of the Securities Act, no later than 45 days after
the end of any 12-month period (or 90 days, if such period is a fiscal year)
commencing at the end of any fiscal quarter in which Distribution Shares are
distributed.
ILL
may require Planet to furnish to ILL such information regarding the Distribution
of the Distribution Shares as ILL may from time to time reasonably request in
writing.
Registration
Expenses; Certain Related Expenses. All expenses incident to Planet's
performance of or compliance with this Agreement, including without limitation
all registration and filing fees, fees with respect to filings require to made
with the NASD, fees and expenses of compliance with state securities or blue sky
laws (including reasonable fees and disbursements of counsel in connection with
blue sky registrations or qualifications of the Distribution Shares and
determination of their eligibility for investment under the laws of such
jurisdictions as ILL may reasonably designate), printing expenses, messenger,
telephone and delivery expenses, and fees and disbursements of counsel for
Planet and of all independent certified public accountants of Planet, securities
acts liability insurance if Planet so desires and fees and expenses of other
Persons retained by Planet (all such expenses being herein called
"Registration Expenses") will be borne by Planet, regardless of
whether the Registration Statement becomes effective, except as otherwise
required by applicable laws. Planet will, in any event, pay its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting expenses incurred in
connection with the listing of the securities to be registered on any securities
exchange or qualified for quotation by the NASDAQ Stock Market on the Electronic
Bulletin Board and the fees and expenses of any Person, including special
experts, retained by Planet.
REPRESENTATIONS AND WARRANTIES OF PLANET
Organization
and Qualification. Planet is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, and has all
requisite authority and power (corporate and other), licenses, authorizations,
consents and approvals to carry on its business, to own, hold and operate its
properties and assets and to enter into this Agreement. Planet is duly qualified
to do business and is in good standing as a foreign corporation in all
jurisdictions where the nature of the property owned or leased by it, or the
nature of the business conducted by it, make such qualification necessary and
the absence of such qualification would, individually or in the aggregate, have
a material adverse effect on the business or financial condition of Planet. True
and complete copies of the Certificate of Incorporation, the Bylaws and the
minute books of Planet have previously been delivered or made available to ILL.
Authorization
and Validity of this Agreement. The execution, delivery and performance by
Planet of this Agreement are within Planet's corporate powers, have been
duly authorized by all necessary corporate action, do not require from the Board
of Directors or stockholders of Planet any consent or approval that has not been
validly and lawfully obtained, require no authorization, consent, approval,
license, exemption of or filing or registration with any court or governmental
department, commission, board, bureau, agency or instrumentality of government,
do not and will not violate or contravene (i) any provision of law; (ii) any
rule or regulation of any agency or government, domestic or foreign; (iii) any
order, writ, judgment, injunction, decree, determination or award; or (iv) any
provision of the Certificate of Incorporation or the Bylaws of Planet, do not
and will not violate or be in conflict with, result in a breach of or constitute
(with or without notice or lapse of time or both) a default under, or result in
the termination of, or accelerate the performance required by (or give any party
any right to terminate or accelerate upon notice or lapse of time or both), any
indenture, license, franchise, loan or credit agreement, note, deed of trust,
mortgage, security agreement or other agreement, lease or instrument, commitment
or arrangement to which Planet is a party, or by which Planet or any of its
properties, assets or rights is bound or affected, do not and will not result in
the creation or imposition of any lien or other security interest and do not and
will not require the consent, approval or authorization of any other party to
any agreements, licenses, leases, permits, franchises, rights and other
obligations of Planet.
Binding
Obligation. This Agreement constitutes the legal, valid and binding
obligation of Planet and is enforceable against Planet in accordance with its
terms, except as such enforcement is limited by bankruptcy, insolvency and other
similar laws affecting the enforcement of creditors' rights generally.
Capitalization
of the Company. The authorized capital stock of Planet, as of the date of
this Agreement, consists of ___________ shares of Common Stock, par value $.001
per share, of which ___________ are issued and outstanding and
_________________________. There are no warrants, options, subscriptions or
other rights or preferences (including conversion or preemptive rights)
outstanding to acquire capital stock of Planet, or notes, securities or other
instruments convertible into or exchangeable for capital stock of Planet, nor
any agreements or understandings with respect to the issuance thereof.
Duly
Issued. Upon issuance by Planet of the Distribution Shares, such shares will
be validly issued, fully paid and non-assessable, and will vest in their holders
legal and valid title to the Distribution Shares, free and clear of all liens,
security interests, restrictions, options, proxies, voting trusts or other
encumbrances.
Representations
Not Waived. The representations and warranties of Planet contained herein
will not be affected or deemed waived by reason of any investigation made by or
on behalf of ILL and/or its representatives or agents or by reason of the fact
that ILL and/or its representatives or agents knew or should have known that any
such representation or warranty is or might be inaccurate in any respect.
Disclosure.
No representation or warranty of Planet contained in this Agreement and no
information appearing in any writing furnished by Planet to ILL pursuant hereto
contains any untrue statement of material fact or omits to state a material fact
necessary to make the statements herein or therein not misleading.
DISPUTE RESOLUTION
Disputes.
In the event of a controversy, dispute or claim arising out of, in connection
with, or in relation to the interpretation, performance, nonperformance,
validity or breach of this Agreement or otherwise arising out of, or in any way
related to this Agreement, including, without limitation, any claim based on
contract, tort, statute or constitution (singly, an "Agreement
Dispute" and collectively, "Agreement Disputes"), the
party asserting the Agreement Dispute shall give written notice to the other
party of the existence and nature of such Agreement Dispute. Thereafter, the
general counsels (or other designated representatives) of the respective parties
shall negotiate in good faith for a period of no less than 60 days after the
date of the notice in an attempt to settle such Agreement Dispute. If after such
60 calendar day period such representatives are unable to settle such Agreement
Dispute, any party hereto may commence arbitration by giving written notice to
any other party hereto that such Agreement Dispute has been referred to the
American Arbitration Association for arbitration in accordance with the
provisions of this Article.
Arbitration
in Accordance with American Arbitration Association Rules. All Agreement
Disputes shall be settled by arbitration in Houston, Texas, before a single
arbitrator in accordance with the rules of the American Arbitration Association
(the "Rules"). The arbitrator shall be selected by the mutual
agreement of all parties, but if they do not so agree within twenty (20) days
after the date of the notice of arbitration referred to above, the selection
shall be made pursuant to the Rules from the panels of arbitrators maintained by
the American Arbitration Association. The arbitrator shall be an individual with
substantial professional experience with regard to resolving or settling
sophisticated commercial disputes.
Final
and Binding Awards. Any award rendered by the arbitrator shall be conclusive
and binding upon the parties hereto; provided, however, that any such award
shall be accompanied by a written opinion of the arbitrator giving the reasons
for the award. This provision for arbitration shall be specifically enforceable
by the parties and the decision of the arbitrator in accordance therewith shall
be final and binding, and there shall be no right of appeal therefrom. The
parties agree to comply with any award made in any such arbitration proceedings
that has become final in accordance with the Rules, and agree to the entry of a
judgment in any jurisdiction upon any award rendered in such proceedings
becoming final under the Rules.
Costs
of Arbitration. In the award, the arbitrator shall allocate, in his or her
discretion, among the parties to the arbitration all costs of the arbitration,
including, without limitation, the fees and expenses of the arbitrator and
reasonable attorneys' fees, costs and expert witness expenses of the
parties. Absent such an allocation by the arbitrator, each party shall pay its
own expenses of arbitration, and the expenses of the arbitrator shall be equally
shared.
Settlement
by Mutual Agreement. Nothing contained in this Article VII shall prevent the
parties hereto from settling any Agreement Dispute by mutual agreement at any
time.
MISCELLANEOUS
No
Inconsistent Agreements. Planet will not, on or after the date of this
Agreement, enter into any agreement with respect to its securities which is
inconsistent with this Agreement or otherwise conflicts with the provisions
hereof. In the event Planet has previously entered into any agreement with
respect to its securities granting any registration rights to any Person, the
rights granted to ILL hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of Planet's securities
under any such agreements.
Survival
of Obligations. The obligations of the parties under Articlesand#160;VII and
VIII of this Agreement shall survive the termination for any reason of this
Agreement (whether such termination is by Planet, by ILL, upon the expiration of
this Agreement or otherwise).
Severability.
In case any one or more of the provisions or part of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect in any jurisdiction, such invalidity, illegality or
unenforceability shall be deemed not to affect any other provision or part of a
provision of this Agreement, but this Agreement shall be reformed and construed
in such jurisdiction as if such provision or part of a provision held to be
invalid or illegal or unenforceable had never been contained herein and such
provision or part reformed so that it would be valid, legal and enforceable in
such jurisdiction to the maximum extent possible. In furtherance and not in
limitation of the foregoing, Planet and ILL each intend that the covenants
contained in Articles IV and V of this Agreement shall be deemed to be a series
of separate covenants, one for each county of the State of Texas and one for
each and every other state, territory or jurisdiction of the United States and
any foreign country set forth therein. If, in any judicial proceeding, a court
shall refuse to enforce any of such separate covenants, then such unenforceable
covenants shall be deemed eliminated from the provisions hereof for the purpose
of such proceedings to the extent necessary to permit the remaining separate
covenants to be enforced in such proceedings. If, in any judicial proceeding, a
court shall refuse to enforce any one or more of such separate covenants because
the total time thereof is deemed to be excessive or unreasonable, then it is the
intent of the parties hereto that such covenants, which would otherwise be
unenforceable due to such excessive or unreasonable period of time, be enforced
for such lesser period of time as shall be deemed reasonable and not excessive
by such court.
Entire
Agreement, Amendment. This Agreement contains the entire agreement between
Planet and ILL with respect to the subject matter hereof and supplants in its
entirety the Original Distribution Agreement. This Agreement may not be amended,
waived, changed, modified or discharged except by an instrument in writing
executed by or on behalf of the party against whom any amendment, waiver,
change, modification or discharge is sought.
Notices.
All notices and other communications provided for or permitted hereunder shall
be made in writing and shall be deemed to have been duly given if delivered by
hand-delivery, registered first-class mail, postage prepaid, telex, telecopier,
or air courier guaranteeing overnight delivery as follows:
To Planet: To ILL:
Planet Resources, Inc. Internet Law Library, Inc.
1415 Louisiana, Suite 3100 One Park Ten Place, Suite 200
Houston, Texas 77002 Houston, Texas 77084
Attn: A. W. Dugan, President Attn: Hunter M. A. Carr, President
With an additional copy by like means to: With an additional copy to:
Sonfield and Sonfield Internet Law Library, Inc.
770 South Post Oak Lane One Park Ten Place, Suite 200
Houston, Texas 77056 Houston, Texas 77084
Attn: Robert L. Sonfield, Jr., Esq. Attn: Jonathan C. Gilchrist, Esq.
and/or to such other persons and addresses as any party shall have specified
in writing to the other.
All
such notices and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the next business day
if timely delivered to an air courier guaranteeing overnight delivery.
Assignability.
This Agreement shall be assignable by either party on the express consent of the
other and shall be binding upon, and shall inure to the benefit of, the
successors and assigns of the parties.
Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Delaware.
Waiver
and Further Agreement. Any waiver of any breach of any term or condition of
this Agreement shall not operate as a waiver of any other breach of such term or
condition or any other term or condition, nor shall any failure to enforce any
provision hereof operate as a waiver of such provision or of any other provision
hereof. Each of the parties hereto agrees to execute all such further
instruments and documents and to take all such further action as the other party
may reasonably require in order to effectuate the terms and purposes of this
Agreement.
Headings
of No Effect. The paragraph headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
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<PAGE>
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers as of the date first above written.
INTERNET LAW LIBRARY, INC.,
a Delaware corporation formerly known as
Planet Resources, Inc.
By:/s/Hunter M.A. Carr
------------------------------------------
Hunter M. A. Carr
President
PLANET RESOURCES, INC.,
a Delaware corporation formerly known as
New Planet Resources, Inc.
By:/s/A.W. Dugan
---------------------------------
A. W. Dugan
President
<PAGE>
SCHEDULE I
to
AGREEMENT AND PLAN OF DISTRIBUTION
DESCRIPTION OF MINERAL PROPERTIES
[to come]
