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EXHIBIT 2.2
AGREEMENT AND PLAN OF BUSINESS COMBINATION
THIS AGREEMENT, entered into this 14th day of April, 2000, by and
between PAN International Gaming, Inc., a Nevada corporation (hereinafter
"PAN"), as Acquirer and Searchound.com 2000 Ltd., a Nevada corporation
(hereinafter "Searchound.com 2000 Ltd."), as Acquiree:
WHEREAS, PAN desires to acquire all of the issued and outstanding common
stock of Searchound.com 2000 Ltd. incident to a tax-free exchange of capital
stock of PAN for all outstanding capital stock of Searchound.com 2000 Ltd. upon
the terms and conditions contained herein, and
WHEREAS, the shareholders of Searchound.com 2000 Ltd. desire to exchange
their 100% ownership of Searchound.com 2000 Ltd. for common stock of PAN to be
newly issued by PAN upon the terms and conditions contained in this Agreement,
and
WHEREAS, PAN desires to raise $200,000 in bridge financing at $1.00 per
share and thereafter depending on the market value of PAN's common stock, the
shareholders of Searchound.com 2000 Ltd. desire to raise U.S. $1,500,000 in
bridge financing via a private placement of 1,500,000 shares at $1.00 per share,
NOW, THEREFORE, for valuable consideration and upon the mutual
representations, warranties, covenants and agreements and other promises set
forth in writing herein, the parties hereto agree as follows:
1. PLAN OF BUSINESS COMBINATION - It is the agreement and intention of all
parties hereto that all of the issued and outstanding capital stock of
Searchound.com 2000 Ltd. owned by any and all shareholders of
Searchound.com 2000 Ltd. shall be acquired by PAN hereby in exchange
solely for common stock of PAN. It is particularly the intention of all
parties hereto that this transaction qualifies as a tax-free
reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of
1954, as amended and related sections thereunder.
2. AUDITS AND FINANCIAL STATEMENTS - Both PAN and Searchound.com 2000 Ltd.
recognize the importance of obtaining certified audits of Searchound.com
2000 Ltd. incident to this Agreement and Plan of Business Combination.
These certified audits will be prepared on a consolidated basis for the
combined companies (PAN and Searchound.com 2000 Ltd.) after consummation
of this business combination. The officers and directors of PAN and
Searchound.com 2000 Ltd. shall take all necessary efforts in a diligent
manner to prepare financial and accounting materials and statements as
necessary to prepare for a consolidated financial statement of the
combined operations so as to position the
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combined companies to conduct a certified audit to satisfy registration
requirements of the SEC and relevant state security commissions for a
future public or private offering.
3. ACQUISITION OF SEARCHOUND.COM 2000 LTD.
SUMMARY
Searchound.com is a 3 year old Internet property that brought the Internet its
first child content only filtering search engine. Searchound.com has developed
a major brand name with the assistance of its logos of "Let the Hounds Loose"
and "You show me your Searchound I'll show you mine!" for searching the net. It
is now poised to join the ranks of the "major search engines" and secure a
position as one of the Top 50 most highly trafficked Internet properties in the
world.
This unique position stems from three critical elements:
a. A revolutionary marketing plan by an Internet pioneer (Mark
Joyner) which is soon to be implemented will allow this Internet property to
join the Top 50. As characterized by Andrew Goodman, a "portal expert" and
owner of Traffick.com, the new plan as "real viral genius that makes new
inroads into viral technology and marketing."
b. The pending acquisition of a unique search technology
(SoloSearch.com) that will revolutionize the way we look for and manage
information on the net providing faster and more accurate searching than ever
before.
c. A database of almost 500,000 loyal webmasters that is
unparalleled in the Internet industry.
In common business parlance: Searchound.com offers a truly superior high-demand
product, an extremely aggressive marketing plan, and a massive database of
potential customers and sales representatives that will enable phenomenal
growth. With the acquisition, completion of the pending mergers and the
subsequent investment into Searchound.com, PAN International will emerge
immediately as a profitable Internet corporation.
MARKETING PLAN
The Internet has gone through two stages of maturation in terms of marketing -
and is about to enter a third.
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The first stage was one of euphoria. Businesses would go online giddy with the
stories of easy profit. They would eventually be let down when they discovered
that their website was an island. That is, no one knows a particular site
exists until they are told.
The second, and current, stage of developing is a conservative reliance on
traditional advertising. Unfortunately, the amount of money being thrown at the
advertising industry by "dot com start ups" has driven advertising rates so
high that one is guaranteed a low return on investment (ROI).
A new and third stage of development will be spearheaded by marketing ideas
such as those found in the Searchound Marketing Plan. These ideas will allow
one to compete on a global level with a relatively insignificant advertising
budget.
As stated by portal expert, Andrew Goodman, "...the Searchound Marketing Plan
and its new technology will make new inroads in Internet Marketing and will
affect revenues and market share immediately."
By combining the most critical elements of viral marketing, affiliate programs,
the power of direct permission marketing, and unique technology, the
Searchound Marketing Plan allows for an unparalleled growth rate.
The value of the customer is undeniable. Many Internet properties and their
valuation relies on not only traffic as a measuring stick, but real buyers or
customers. Taking this into consideration, the Searchound Marketing Plan does
not just focus on the building of raw traffic (the reckless method of promotion
exercised by most websites), but on the aggressive and fast-paced acquisition of
technology, products and loyal users.
The relative value of these customers and users will be quite high. Not only
will these customers and users be acquired quickly, but they will also be
acquired with an unprecedented amount of psychographic and demographic
information. This data has become extremely valuable.
TECHNOLOGY (NEW, IMPROVED AND EXCLUSIVE)
"I can't find what I'm looking for. The search engine just sends back junk."
You the reader naturally know exactly what we're referring to as you read these
words. You have probably said them yourself at one time or another. The
complete lack of organization and the rising difficulty (if not "near
impossibility") of finding what you're looking for are felt by every single
Internet user. Clearly this is the biggest problem on the Internet today.
If a technology, which would allow for fast accurate search results
consistently were marketed properly it is not unreasonable to expect a majority
of those "online" to flock to the site offering this technology.
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The pending acquisition of SoloSearch.com, Inc. by Searchound.com 2000 Ltd.
will convert Searchound.com into a technological market leader within the
portal, vortal and search engine markets. By combining a neural networking
system, meta-searching, and a patented sophisticated filtering algorithm,
search results are faster, more accurate and can be saved or can continuously
function offline for the user producing bottom-line results that previously
were unheard of.
EXISTING ASSETS
Leveraging the number of extremely valuable assets that already exist in
Searchound will accelerate the execution of the Searchound marketing plan.
In addition to an already large database of search listings, referral partners,
and My Searchound users, Searchound has control of one of the largest and most
powerful subscriber lists on the Internet.
Currently, over 470,000+ webmasters receive PERSONALIZED copies of the
"Searchound Webmaster Dispatch". A weekly newsletter is mailed to these
webmasters that includes useful information to help them to become more
effective deliverers of web content. Upon execution of the Searchound Marketing
Plan, each of these webmasters will be personally contacted and given a
compelling reason to participate in the Searchound affiliate program (ref.
Searchound Marketing Plan).
When you consider that each of these webmasters has the potential to contact an
unknown number of other Internet users themselves, the full power of this list
is realized. You are not just contacting 470,000 potential users, but 470,000
potential sales agents eagert to promote Searchound and bring millions of
customers to Searchound.com.
5. EXCHANGE OF SHARES - All parties hereto agree that all Searchound.com
2000 Ltd. common stock presently outstanding shall be exchanged by the
shareholders thereof with PAN for common shares of PAN to be divided
among the present shareholders of Searchound.com 2000 Ltd. pro rata in
proportion to their shareholdings in Searchound.com 2000 Ltd. This
exchange shall be made on the basis of 13,500,000 PAN common shares for
all outstanding capital stock of Searchound.com 2000 Ltd.
6. INVESTMENT REPRESENTATION - Incident to their voting upon or otherwise
consenting to this business combination agreement, the shareholders of
Searchound.com 2000 Ltd. will be required to represent that they are
acquiring these restricted securities of PAN for investment and not with
a present intention or view to resell or redistribute any of them,
absent future SEC and relevant state registration or an appropriate
exemption therefrom. The shareholders of Searchound.com 2000 Ltd. also
hereby acknowledge that the certificates for PAN common share to be
issued to shareholders of Searchound.com
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2000 Ltd. incident to this business combination will be legended with
appropriate language evidencing such restrictions on further transfer,
sale or disposition thereof.
7. DELIVERY OF SHARES - Incident to the closing of this business
combination, the shareholders of Searchound.com 2000 Ltd. shall deliver
to PAN appropriate certificates representing all of their shares of
Searchound.com 2000 Ltd. which certificates shall be properly endorsed,
so as to make PAN the sole holder and owner of all Searchound.com 2000
Ltd. shares, free and clear of all liens and encumbrances.
8. CLOSING DATE - The Closing Date of this business combination shall be on
May 13, 2000 after final approval by the Board of Directors and
shareholders of the parties hereto.
9. REPRESENTATION OF PAN - PAN hereby represents and warrants that effective
the date of this Agreement, and as of the Closing Date hereof, the
following statements are true and correct:
(a) As of the Closing Date of this Agreement and Plan of Business
Combination, all PAN common shares outstanding will constitute
validly and legally issued shares in their entirety, as well as the
common shares of PAN to be exchanged with the shareholders of
Searchound.com 2000 Ltd. in this business combination, and that all
of such shares shall be fully paid and nonassessable, and that the
common shares of PAN to be issued hereto will be in all respects
equivalent to the common stock of PAN issued and outstanding as of
the date hereof;
(b) The officers of PAN who have executed this Agreement are duly
authorized to execute it on behalf of PAN, and they have taken all
action required by law and the Bylaws of PAN to properly and
legally execute and validate this Agreement;
(c) Any financial statements submitted by any party to this Agreement,
and such statements to be submitted in the future incident hereto,
shall be complete and accurate for the dates and periods indicated
thereon and fairly present the financial condition of PAN and its
operations for the periods covered; and that there are no material
liabilities, either fixed or contingent, not reflected in such
financial statements;
(d) All PAN common stock to be outstanding at the Closing Date hereof
shall not be in any greater amount than has already been disclosed
to the shareholders of Searchound.com 2000 Ltd. incident to
entering into this Agreement.
(e) There have not been any material changes in the financial position
of PAN since the time that financial position statements have been
submitted in connection with
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this Agreement, unless they have already been disclosed to the
shareholders of Searchound.com 2000 Ltd. incident to negotiating or
entering into this Agreement.
(f) That from the date of this Agreement until the closing of this
business combination, there will not be any negative material
change in the position PAN;
(g) That PAN is not involved in any pending or threatened litigation or
governmental proceeding or investigation unless reflected in its
financial statements or disclosed in writing to the shareholders of
Searchound.com 2000 Ltd.; and to the best knowledge of PAN and its
officers, no material litigation, claims, assessments or
governmental investigation or proceeding is threatened against PAN
or any of its properties, or any of its directors or officers
incident to their roles with PAN;
(h) As of the Closing Date of this business combination, PAN will be in
good standing and qualified to conduct business in each state where
such qualification is required;
(i) PAN has paid any and all taxes or assessments due to any
governmental agency incident to its past operations to the date
hereof except as noted in PAN's financial statements;
(j) PAN has complied with all state and federal laws and regulations
regarding its incorporation and formation, past issuance's of
capital stock and sale thereof, capitalization, business and
operations; and no contingent liabilities against PAN have been
threatened, or claims made against PAN, and no basis for the same
exists, with respect to such incorporation, formation, business
operations, capitalization's, or sales and issuance of securities;
(k) PAN has not breached any material agreement or contract to which it
is a party; and the execution of this Agreement will not violate or
breach any material agreement, contract or commitment to which PAN
or its shareholders are parties;
(m) PAN has not outstanding debt other than what has been disclosed to
the shareholders os Searchound.com 2000 Ltd. incident to the
negotiation and preparation of this Agreement.
(n) As of the date hereof, and at the Closing Date, PAN to the best of
its ability and knowledge, has disclosed all events, conditions,
and facts materially affecting the business and prospectus of
Searchound.com 2000 Ltd. and PAN has not now, and will not as of
the Closing Date have, withheld knowledge of any such events,
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conditions, and facts which it knows, or has reasonable grounds to
know, may materially affect the business, worth or prospects of
Searchound.com 2000 Ltd.;
(o) All outstanding shares of capital stock of PAN have already been
duly authorized, validly issued and are fully paid and
nonassessable with no personal liability attaching to the
ownership thereof;
(p) PAN has not mortgaged or pledged any of its assets, where tangible
or intangible;
(q) PAN has not sold, assigned or transferred any material tangible or
intangible assets or rights unless already disclosed to the
shareholders of Searchound.com 2000 Ltd. incident hereto; nor has
it knowingly waived any rights of material value;
(r) PAN does not have any outstanding warrants, options or other
rights to acquire equity shares or interests in capital stock of
PAN;
(s) All corporation minute books and financial records in existence
will be made available to Searchound.com 2000 Ltd. for review
prior to the closing of this Agreement;
(t) The records of all issuance's and transfers of record of the
common stock of PAN have been maintained by the transfer agent of
PAN in good and current order and accurately reflect the record
ownership of all issued and outstanding common stock of PAN;
(u) That any financial statements submitted by PAN, or to be submitted
by PAN, incident to this business combination have been prepared
or will be prepared, in accordance with generally accepted
accounting principles applied on a consistent basis;
(v) PAN has only one class of capital stock outstanding and all
outstanding common shares have been duly authorized, validly
issued, and are fully paid and nonassessable with no personal
liability attaching to the ownership thereof;
(w) Capitalization - PAN has authorized capital stock of 40,000,000
common shares of $0.001 par value per share of which there are
4,508,413 shares currently outstanding and 10,000,000 preferred
shares of which there are no shares currently outstanding.
10. REPRESENTATIONS OF SEARCHOUND.COM 2000 LTD. AND SHAREHOLDERS OF
SEARCHOUND.COM 2000 LTD. - As of the date of this Agreement, and as of
the Closing Date of this business combination, Searchound.com 2000 Ltd.
and shareholders of Searchound.com 2000, Ltd.
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hereby represent and warrant the following:
(a) As of the Closing Date of this Agreement and Plan of Business
Combination, all Searchound.com 2000 Ltd. common shares
outstanding will constitute validly and legally issued shares in
their entirety, and that all of such shares shall be fully paid
and nonassessable,
(b) The officers of Searchound.com 2000 Ltd. who have executed this
Agreement are duly authorized to execute it on behalf of
Searchound.com 2000 Ltd., and they have taken all action required
by law and the Bylaws of Searchound.com 2000 Ltd. to properly and
legally execute and validate this Agreement;
(c) Any financial statements submitted by any party to this Agreement,
and such statements to be submitted in the future incident hereto,
shall be complete and accurate for the dates and periods indicated
thereon and fairly present the financial condition of
Searchound.com 2000 Ltd. and its operations for the periods
covered; and that there are no material liabilities, either fixed
or contingent, not reflected in such financial statements;
(d) All Searchound.com 2000 Ltd. common stock to be outstanding at the
Closing Date hereof shall not be in any greater amount than has
already been disclosed to PAN;
(e) There are no material liabilities, either fixed or contingent, not
disclosed in such financial statements.
(e) There have not been any material changes in the financial position
of Searchound.com 2000 Ltd. since the time of entering this
Agreement, unless they have already been disclosed to PAN prior to
the Closing Date of this business combination.
(f) That from the date of this Agreement until the closing of this
business combination, there will not be any negative material
change in the position of Searchound.com 2000 Ltd.;
(g) That Searchound.com 2000 Ltd. is not involved in any pending or
threatened litigation or governmental proceeding or investigation
unless reflected in its financial statements or disclosed in
writing to the shareholders of; and to the best knowledge of
Searchound.com 2000 Ltd. and its officers, no material litigation,
claims, assessments or governmental investigation or proceeding is
threatened against Searchound.com 2000 Ltd., or any of its
properties, or any of its directors of officers incident to their
roles with Searchound.com 2000 Ltd.;
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(h) Searchound.com 2000 Ltd. has not breached any material agreement
or contract to which it is a party;
(i) All corporation minute books and financial records in existence
will be made available to PAN for review prior to the closing of
this Agreement;
(j) The execution of this Agreement will not violate or breach any
material agreement, contract or commitment to which Searchound.com
2000 Ltd. or its shareholders or officers are party;
(k) The records of all issuance's and transfers of record of the
common stock of Searchound.com 2000 Ltd. have been maintained by
the transfer agent of Searchound.com 2000 Ltd. in good and current
order and accurately reflect the record ownership of all issued
and outstanding common stock of Searchound.com 2000 Ltd.;
(l) Searchound.com 2000 Ltd. has not sold, assigned or transferred any
material tangible or intangible assets or rights unless already
disclosed to the shareholders of Searchound.com 2000 Ltd. incident
hereto; nor has it knowingly waived any rights of material value;
(m) Searchound.com 2000 Ltd. is not subject to any bankruptcy
proceeding or insolvency action;
(n) As of the Closing Date of this business combination,
Searchound.com 2000 Ltd. will be in good standing and qualified
to conduct business in each jurisdiction where such qualification
is required;
(o) Unless otherwise disclosed in the financial statements submitted
by Searchound.com 2000 Ltd. incident to this Agreement,
Searchound.com 2000 Ltd. has paid any and all taxes or assessments
due to any governmental agency incident to its past operations to
the date hereof;
(p) Searchound.com 2000 Ltd. has complied with all state and federal
laws and regulations regarding its incorporation and formation,
past issuances of capital stock and sale thereof, capitalization,
business and operations; and no contingent liabilities against
Searchound.com 2000 Ltd. have been threatened, or claims made
against Searchound.com 2000 Ltd., and no basis for the same
exists, with respect to such incorporation, formation, business
operations, capitalizations, or sales and issuance of securities;
(q) Searchound.com 2000 Ltd. has no outstanding debt other than what
has been
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disclosed to the shareholders of Searchound.com 2000 Ltd.
incident to the negotiation and preparation of this
Agreement;
(r) As of the date hereof, and at the Closing Date,
Searchound.com 2000 Ltd., to the best of its ability and
knowledge, has disclosed all events, conditions, and facts
materially affecting the business and prospects of
Searchound.com 2000 Ltd.; and Searchound.com 2000 Ltd. has
not now, and will not as of the Closing Date have, withheld
knowledge of any such events, conditions, and facts which it
knows, or has reasonable grounds to know, may materially
affect the business, worth or prospects of Searchound.com
2000 Ltd.;
(s) All outstanding shares of capital stock of Searchound.com
2000 Ltd. have already been duly authorized, validly issued
and are fully paid and nonassessable with no personal
liability attaching to the ownership thereof;
(t) Searchound.com 2000 Ltd. has not mortgaged or pledged any of
its assets, whether tangible or intangible;
(u) Searchound.com 2000 Ltd. has not sold, assigned or
transferred any material tangible or intangible assets or
rights unless already disclosed to PAN incident hereto;
(v) Any outstanding warrants, options or other rights to acquire
equity shares or interests in capital stock of Searchound.com
2000 Ltd. have been disclosed in full to PAN incident to
entering into this Agreement;
(w) Capitalization - Since the date of this Agreement, unless
already disclosed in writing to PAN, there has not been and,
between the date of this Agreement and the Closing Date,
there will not be:
(i) Any material increase in the encumbrances against any
assets of Searchound.com 2000 Ltd. or transfer of any
such assets unless in the ordinary course of business;
(ii) Any change in the accounting methods or practices
followed by Searchound.com 2000 Ltd.;
(iii) Any termination, changes or violations of any leases,
contracts, licenses, commitments or other arrangements
or agreements of Searchound.com 2000 Ltd. having a
material adverse effect on the business or assets of
Searchound.com 2000 Ltd.;
(iv) Any material new borrowing or increased borrowing not
in the ordinary course of business, nor any material
new contracts or commitments for the purchase or sale
of services, merchandise or supplies except in the
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ordinary course of business;
(v) Any material increase in the compensation of any
director, officer or key employee of Searchound.com
2000 Ltd., or any new material employment agreement;
(vi) Any stock or cash dividend or distribution of common
stock for services, unless approved in writing by PAN;
(vii) Any violation of any permit, license, law or
regulation materially adversely affecting any assets or
business of Searchound.com 2000 Ltd.;
(viii) Any loan or other material transaction with any
officer or director or shareholder of Searchound.com
2000 Ltd. unless consented to by PAN; and
(ix) Any authorization, issuance, sale or other disposition
of any common shares, or rights thereto, of
Searchound.com 2000 Ltd., except with the written
consent of PAN.
11. COVENANTS OF BOTH PARTIES - PAN and Searchound.com 2000 Ltd. both
hereby agree and covenant as follows that during the period from the date
hereof to the Closing Date, unless express written consent is obtained
from the other party, each party hereto shall:
(a) Conduct its business and operations solely in the usual, normal and
ordinary course of business;
(b) Issue no stock or stock rights or other equity rights which were not
expressly contemplated by the parties to the information already
disclosed and developed incident to the negotiations and preparation
of the Agreement;
(c) Make no distribution to shareholders, or any other party of any
assets or properties by way of dividend, purchase of shares,
redemption, liquidation or otherwise;
(d) Pay no salaries, bonuses or other compensation to officers,
principal shareholders, directors or other affiliates, except as
finders fees paid incident to this Agreement or incident to moneys
raised, other than the usual and ordinary course of business or
pursuant to employment terms already established and already
disclosed to the other party;
(e) Not sell, dispose of, or transfer any material assets or rights,
tangible or intangible, except under current contract arrangements
already disclosed to the other party or except in the ordinary
course of business;
(f) Make no purchase or acquisitions of real property or material
amounts of personal property except in the ordinary course of
business or with the consent of the other party to this Agreement;
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(g) Not subject any property or rights to licenses, mortgages, pledges
or other encumbrances of any kind or manner except for a full and
fair consideration in the ordinary course of business;
(h) Not borrow any money except for operations in the ordinary course of
business or with the consent of the other parties to this Agreement;
(i) Not make any loans or advances or extend any credit terms except in
the ordinary course of business;
(j) Not amend any bylaws, articles of incorporation, or make any
material changes in accounting or operational practice and policies;
(k) Maintain and cause to be maintained current and accurate records of
all issuance's of common stock of the respective parties;
(l) Each party to this agreement shall furnish the other party's
reasonable access to properties, premises, books and records, and
any financial and operating data and information regarding the
business operations of all the parties, as each party hereto may
from time to time reasonable request of the other party. Each party
shall take diligent and secure efforts to keep all of such
information and data confidential at all times, and shall execute
whatever confidentiality agreements are required by the other party;
(m) Each party shall take its best efforts to retain all present
employees, and do nothing to undermine or diminish the goodwill of
suppliers, prospective customers, current customers, marketing or
sales representatives or any others having business relationships
with either party;
(n) Until the termination of this Agreement or the successful closing of
this business combination, neither party shall contemplate or
negotiate or enter into, any other business combination or similar
arrangement or merger with a third party, or offer any of their
assets or capital stock to a third party unless with the written
consent of the other parties hereto;
(o) Each party hereby warrants and represents that any information or
data supplied to the other party for purposes of being included in
information sent to Pan shareholders shall not contain any statement
which at the time and in the light of the circumstances under which
it is made, is false or misleading with respect to any material fact
and shall contain all information required to make the supplied
information not materially misleading or incomplete. As of the
Closing Date,
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such distributed information will contain all material
statements and information required to be included therein
with respect to each party hereto and will not include any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein not materially misleading.
(p) Upon the date of this agreement hereof, PAN's existing
Directors will first appoint Mark Joyner, and one other
director from Searchound.com 2000, Ltd. Each party hereto
shall take whatever actions are needed to nominate and
submit to the shareholders of PAN at its upcoming
shareholders meeting the following persons to be elected to
the Board of Directors of PAN: Jerry Cornwell, Clifford M.
Johnston, Mark Joyner, and two directors from the
Searchound.com 2000 Ltd. group.
(q) Not make any press release or form of public communication
concerning this business combination without the prior
approval and consent of the other party.
(r) Not commit any violation of any permit, license, law or
regulation materially adversely affecting any assets or
business of any party hereto; and
(s) Not enter into any material new borrowing or increased
borrowing without the written consent of the other party
hereto; nor enter into any material new contracts of
commitments for the purchase or sale of merchandise or
services except in the ordinary course of business or with
the written consent of the other party.
(t) Not dilute the shareholdings of either the original PAN
shareholders or the newly issued shares to Searchound.com
2000 Ltd. shareholders for at least 270 days following the
Effective Date of this Agreement and Plan of Business
Combination other than what has been disclosed to both
parties incident to the negotiation and preparation of this
Agreement, i.e., an agreement to issue 500,000 shares to
employees and consultants; 305,555 shares to settle out and
in satisfaction of PAN's outstanding convertible debentures;
200,000 shares issued for $200,000 pursuant to an initial
private placement; 1,500,000 shares issued for $1,500,000
pursuant to a subsequent private placement.
12. CLOSING CONDITIONS - Unless otherwise waived expressly in writing
by the other party, all obligations of PAN and Searchound.com 2000
Ltd, under this Agreement are subject to the fulfillment of the
following conditions prior to closing:
(a) The representations and warranties by or on behalf of either
party hereto contained in this Agreement or in any document
or certificate delivered to the other party incident to this
Agreement or its closing shall be true and correct in all
material
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respects at and as of the time of closing as though such
representations and warranties were made at and as of the
time;
(b) All parties hereto have performed and complied with all
covenants, agreements and conditions required by this
Agreement to be performed or complied with by or prior to
the closing of this business combination;
(c) This Agreement must be duly authorized, executed and
delivered by the respective and appropriate officers and/or
directors of all parties hereto;
(d) Any filings or notices to state, federal or other
jurisdiction's regulatory authorities or corporation
commissions or secretaries of state required by this
Agreement and its closing must have been completed,
including anything necessary to constitute this business
combination as a valid exemptions from registration under
state and federal securities laws and regulations;
(e) PAN shall have received the appropriate investment
representation from Searchound.com 2000 Ltd. shareholders
whereby they represent that the securities being delivered
by PAN in this business combination are being purchased for
investment and not with a view toward further distribution
or sale thereof, and they understand such securities are
"restricted securities" as defined by federal and state
securities laws and accordingly may not be transferred or
resold without a current registration or the availability of
an appropriate exemption from such registration;
(f) The securities to be issued incident to this business
combination shall be issued pursuant to all necessary
corporate action being legally taken prior to their
issuance, and shall be fully paid and nonassessable when
issued to the shareholders of Searchound.com 2000 Ltd, and
certificates therefor shall be fully paid and nonassessable
when issued to the shareholders of Searchound.com 2000 Ltd.,
and certificates therefor shall be in proper form and carry
the required restrictive legend thereon;
(g) No material claim, action, suit or proceeding, whether
private or public or governmental, shall be pending or
threatened against PAN or Searchound.com 2000 Ltd., or the
officers or directors of these corporations incident to
their roles with such corporations, which if adversely
determined, would prevent or hinder materially the
consummation of the transactions in this Agreement or result
in the payment of substantial damages as a result of such
transaction and action or proceeding;
(h) All actions, proceedings, instruments and documents required
to carry out and
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effectuate this business combination or incidental hereto,
and any other related legal matters, shall have been
approved by respective legal counsels of the parties hereto;
(i) No material adverse events affecting any party hereto shall
have occurred prior to the closing of this business
combination;
(j) There shall have been no material misrepresentation or
omission to state any material fact by either party in
connection with the information provided relative to this
business combination and its closing;
(k) Both parties and their legal or accounting representatives,
as the case may be, shall be satisfied that this business
combination may be consummated as a tax-free reorganization.
(l) As of the Closing Date, there shall be no outstanding equity
securities of Searchound.com 2000 Ltd. other than those
being exchanged in this business combination and also there
shall be no outstanding warrants, options or other
conversion rights to acquire any equity securities of
Searchound.com 2000 Ltd. or PAN;
(m) Between the date hereof and the Closing Date, both parties
hereto shall not issue any shares of their common stock, or
any warrants or options or other stock rights; and
(n) All parties hereto shall have completed their respective due
diligence reviews of the business and records of the other
parties.
13. SURVIVAL OF REPRESENTATIONS - All representation, warranties and
covenants contained herein by any party hereto shall survive the
closing of this business combination and the consummation of the
transactions called for hereby for two years from the date hereof,
provided, however, that all parties hereto hereby agree that no
officer, director or shareholder of PAN or Searchound.com 2000 Ltd.
shall be personally liable for any damages, liability or expense
resulting from the inaccuracy or incompleteness of any
representation or warranty contained herein.
14. TERMINATION OF AGREEMENT - This Agreement and the transactions
contemplated hereby may be terminated at any time prior to the
Closing Date:
(a) By written consent of all parties hereto; or
(b) By any party hereto, if there has been a material
misrepresentation or breach of the
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<PAGE> 16
representations or warranties herein by the other party, provided,
however, that if the breach can and is cured within ten (10) days
following notification thereof, it shall not constitute grounds for
termination; or
(c) By any party hereto if the Closing Date of this business
combination has not taken place by May 13, 2000.
15. CLOSING ACTION - Upon the Closing Date hereof, the following actions
shall be taken, and all of such actions shall be deemed to be
simultaneous as of such Closing Date:
(a) PAN shall have delivered certificates to the shareholders of
Searchound.com 2000 Ltd. representing the PAN common shares
required by the exchange set forth in this business combination;
and
(b) The Searchound.com 2000 Ltd. shareholders shall have delivered all
common shares of Searchound.com 2000 Ltd. to PAN legally endorsed
for cancellation; and
(c) All corporate, financial and title document books, records and
certificates as the case may be, of Searchound.com 2000 Ltd. shall
be delivered to the possession of PAN; and
(d) Any tangible or intangible assets, properties and rights owned by
Searchound.com 2000 Ltd. shall be placed in the control and
possession of PAN along with the rights, books and records of
Searchound.com 2000 Ltd; and
(e) Each party should provide the other parties with whatever
certificates or copies of directors' or shareholders' meetings or
actions or resolutions as required to establish evidence of
completion of corporate action required to consummate this business
combination; and
(f) Each party shall furnish the other parties with such other
instruments and documents as required to be delivered pursuant tot
he provisions of the Agreement, or which may be reasonable
requested in furtherance of the intent and purposes of this
Agreement.
16. GENERAL MATTERS -
(a) NOTICES: Any and all notices provided for in this Agreement shall
be in writing and hand delivered or sent by certified mail,
directed as follows:
TO: PAN INTERNATIONAL TO: SEARCHOUND.COM 2000
<PAGE> 17
GAMING, INC. LTD.
Attn: Jerry Cornwell, President Attn: Mark Joyner, Director
19239 Aurora Avenue North 6011 Metropolitan Plaza,
Shoreline, WA 98133-3930 Los Angeles, CA 90036
(2) PARTIES IN INTEREST: This Agreement shall inure to the benefit of
and bind the parties hereto, and their respective representatives,
heirs, successors and assigns, as the case may be.
(3) COUNTERPARTS: This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
(4) WAIVER: Any failure on the part of any party thereto to comply with
any of the obligations and conditions of this Agreement may be
waived in writing by any other parties.
(5) ADDITIONAL DOCUMENTS: At any time, and from time to time after the
closing of this agreement, each party hereto will execute and
deliver to the other party such additional documents and
instruments, and take such additional action, as may reasonably be
requested by the other party, to confirm or perfect title to any
property or right transferred hereunder or otherwise to carry out
the intents and purposes of this Agreement.
(6) SEVERABILITY: If any part of this Agreement is deemed to be
unenforceable, the balance of this Agreement shall remain in full
force and effect.
(7) ENTIRE AGREEMENT AND BENEFIT: This Agreement is the entire
agreement of the parties hereto covering everything agreed upon or
understood in this transaction and in the negotiations and
preparation of this business combination. There are no oral
promises or agreements or conditions precedent, representations or
understandings between any of the parties hereto of any kind or
nature other than those expressly contained in this Agreement.
(8) TAX AND LEGAL IMPLICATIONS: None of the parties to this Agreement
warrant any tax or legal aspects of this transaction to another
party; and nothing herein, or any further information or documents
to be furnished in connections with this business combination shall
be construed as business, tax or legal advice to any person or
shareholder. Each party or person involved in this business
combination is urged to consult their own tax or legal advisors as
to the tax and legal implications of
<PAGE> 18
this transaction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the year and day first above written.
<TABLE>
<CAPTION>
PAN INTERNATIONAL GAMING, SEARCHOUND.COM 2000 LTD.,
INC., AS ACQUIRER AS ACQUIREE
<S> <C>
By By
---------------------------------- ---------------------------
Jerry Cornwell, President Mark Joyner, Director
And And
------------------------------------ --------------------------
Clifford M. Johnston, Vice President Naomi Hope, President
SELLING SHAREHOLDERS
By By
-------------------------- ---------------------------
By By
-------------------------- ---------------------------
By By
-------------------------- ---------------------------
By By
-------------------------- ---------------------------
By By
-------------------------- ---------------------------
By By
-------------------------- ---------------------------
By By
-------------------------- ---------------------------
</TABLE>
<PAGE> 19
this transaction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the year and day first above written.
PAN INTERNATIONAL GAMING, SEARCHOUND.COM 2000 LTD.,
INC. as Acquirer as Acquiree
By /s/ JERRY COGSWELL By /s/ NAOMI HOPE
---------------------------- ----------------------------
Jerry Cogswell, President Naomi Hope, Director
And /s/ CLIFFORD M. JOHNSTON
----------------------------
And
----------------------------
Clifford M. Johnston, Vice President Naomi Hope, President
SELLING SHAREHOLDERS
By /s/ CONNIE SWEDBERG By
---------------------------- ----------------------------
578112 BC LPO, CONSPUCO
SWEDERC
By By
---------------------------- ----------------------------
By By
---------------------------- ----------------------------
By By
---------------------------- ----------------------------
By By
---------------------------- ----------------------------
By By
---------------------------- ----------------------------
By By
---------------------------- ----------------------------
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<PAGE> 20
By By
---------------------------- ----------------------------
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