Attached files
| file | filename |
|---|---|
| 8-K - Iron Eagle Group, Inc. | v171139_8k.htm |
| EX-2.2 - Iron Eagle Group, Inc. | v171139_ex2-2.htm |
| EX-10.5 - Iron Eagle Group, Inc. | v171139_ex10-5.htm |
| EX-10.3 - Iron Eagle Group, Inc. | v171139_ex10-3.htm |
| EX-10.6 - Iron Eagle Group, Inc. | v171139_ex10-6.htm |
| EX-10.4 - Iron Eagle Group, Inc. | v171139_ex10-4.htm |
| EX-10.2 - Iron Eagle Group, Inc. | v171139_ex10-2.htm |
| EX-10.1 - Iron Eagle Group, Inc. | v171139_ex10-1.htm |
SHARE
EXCHANGE AGREEMENT
THIS SHARE
EXCHANGE AGREEMENT (the "Agreement") is made and entered into effective
December __, 2009, by and among PINNACLE RESOURCES, INC. a Wyoming corporation
("Pinnacle"), IRON EAGLE GROUP, a Nevada corporation ("Iron Eagle"), and the
shareholders of Iron Eagle listed on the signature page and Schedule A hereto,
constituting all of the shareholders of Iron Eagle (collectively, the
"Shareholders").
RECITALS:
A. The Shareholders own all of the
issued and outstanding capital stock of Iron Eagle, consisting of 1,000 shares
of common stock, $.001 par value per share (the "Iron Eagle
Shares").
B. Pinnacle desires to acquire the
Iron Eagle Shares from the Shareholders in exchange for 373,491,825 shares of
restricted common stock, $.00001 par value per share, of Pinnacle (the "Pinnacle
Shares") to be issued to the Shareholders, which shares shall represent 92% of
the issued and outstanding shares of Pinnacle after completion of the within
transaction.
C. The Shareholders desire to
exchange their Iron Eagle Shares for the Pinnacle Shares upon the terms and
conditions set forth herein.
D. In connection with this Agreement
and pursuant to the terms and conditions of the Escrow Agreement dated December
__, 2009 attached hereto as Exhibit A ("Escrow Agreement"), in order to satisfy
all outstanding obligations of Pinnacle hereunder, the Pinnacle Shares will held
in Escrow subject to release in accordance with the terms of Paragraph 5.9 of
this Agreement.
E. It is the intention of the parties
hereto that: (i) Pinnacle shall acquire the Iron Eagle Shares solely for the
consideration set forth below (the "Exchange"); (ii) the Exchange shall qualify
as a transaction exempt from registration or qualification under the Securities
Act of 1933, as amended (the "Securities Act"), and (iii) the Exchange shall
qualify as a "tax-free" transaction within the meaning of Section 368 of the
Internal Revenue Code of 1986.
NOW,
THEREFORE, in consideration of the mutual covenants, agreements, representations
and warranties contained in this Agreement, the parties hereto agree as
follows:
SECTION
1. EXCHANGE OF SHARES AND OTHER TRANSACTIONS
1.1 Exchange of Shares.
On the Closing (as hereinafter defined), the Shareholders shall tender the Iron
Eagle Shares to Pinnacle and Pinnacle shall issue the Pinnacle Shares to the
Shareholders in exchange therefor. The Shareholders shall each execute an
Investment Letter at or prior to the receipt of the Pinnacle Shares
substantially in the form of Exhibit B hereto.
1.2 Delivery of Iron Eagle
Shares. On the Closing Date, the Shareholders will deliver to Pinnacle
the certificates representing the Iron Eagle Shares, duly endorsed for transfer
(or with executed stock powers) so as to convey good and marketable title to the
Iron Eagle Shares to Pinnacle, and, promptly thereafter, Pinnacle will cause its
transfer agent to deliver certificates evidencing the Pinnacle Shares to the
Shareholders in accordance with written instructions received from Iron Eagle to
Pinnacle prior to the closing.
1.3 Issuance of Loan to
Pinnacle. Upon execution of this Agreement, Iron Eagle shall loan the sum
of $10,000 to Pinnacle to pay off certain of its liabilities.
1.4 Delivery of Pinnacle Shares
to Escrow Agent. On the Closing Date, Pinnacle shall deliver the Pinnacle
Shares to the Escrow Agent, which shares shall be held pursuant to the terms of
Escrow Agreement. The Shareholders shall have the right to vote the Pinnacle
Shares while they are held in Escrow but shall be prohibited from selling or
transferring the Pinnacle Shares unless and until they are released to the
Shareholders from Escrow as provided in Section 5.9 of this
Agreement.
SECTION
2. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
Each
of the Shareholders represents and warrants to Pinnacle as follows:
2.1 Information on
Shareholders. Each of the Shareholders is an "accredited investor," as
such term is defined in Regulation D promulgated under the Securities Act, or is
otherwise experienced in investments and business matters, has made investments
of a speculative nature and has such knowledge and experience in financial, tax
and other business matters as to enable him to evaluate the merits and risks of,
and to make an informed investment decision with respect to, this Agreement.
Each of the Shareholders understands that his acquisition of the Pinnacle Shares
is a speculative investment, and each of the Shareholders represents that he is
able to bear the risk of such investment for an indefinite period, and can
afford a complete loss thereof.
2.2 Investment Intent.
Shareholders understand that the Pinnacle Shares have not been registered under
the Securities Act, and may not be sold, assigned, pledged, transferred or
otherwise disposed of unless the Pinnacle Shares are registered under the
Securities Act or an exemption from registration is available. Shareholders
represent and warrant that each is acquiring the Pinnacle Shares for his/its own
account, for investment, and not with a view to the sale or distribution of the
Pinnacle Shares except in compliance with the Securities Act. Each certificate
representing the Pinnacle Shares will have the following or substantially
similar legend thereon:
"The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the “Securities Act") or any state
securities laws. The shares have been acquired for investment and may not be
sold or transferred in the absence of an effective Registration Statement for
the shares under the Securities Act unless, in the opinion of counsel
satisfactory to the Company, registration is not required under the Securities
Act or any applicable state securities laws."
2.3 Ownership of Iron Eagle
Shares and Authorization of Agreement. Shareholders are the sole record
and beneficial owners of the Iron Eagle Shares, all of which shares are owned
free and clear of all rights, claims, liens and encumbrances, and have not been
sold, pledged, assigned or otherwise transferred except pursuant to this
Agreement. There are no outstanding subscriptions, rights, options, warrants or
other agreements obligating Shareholders to sell or transfer to any third person
any of the Iron Eagle Shares owned by Shareholders, or any interest therein.
Shareholders have the power to enter into this Agreement and to carry out his,
her or its obligations hereunder. This Agreement has been duly executed by
Shareholders and constitutes the valid and binding obligation of Shareholders,
enforceable against Shareholders in accordance with its terms.
SECTION
3. REPRESENTATIONS AND WARRANTIES OF IRON EAGLE
Iron Eagle, hereby represents and
warrants to Pinnacle as follows, with any exceptions thereto being denoted on
the applicable schedule to this Agreement:
3.1 Organization and Good
Standing. Iron Eagle is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Nevada, and is entitled to
own or lease its properties and to carry on its business as and in the places
where such properties are now owned, leased or operated and such business is now
conducted.
3.2 Authorization;
Enforceability; No Breach. Iron Eagle has all necessary corporate power
and authority to execute this Agreement and perform its obligations hereunder.
This Agreement constitutes the valid and binding obligation of Iron Eagle
enforceable against Iron Eagle in accordance with its terms, except as may be
limited by bankruptcy, moratorium, insolvency or other similar laws generally
affecting the enforcement of creditors' rights. The execution, delivery and
performance of this Agreement by Iron Eagle and the consummation of the
transactions contemplated hereby will not:
(a) violate any provision of the
Charter or By-Laws of Iron Eagle;
(b) violate, conflict with or result
in the breach of any of the terms of, result in a material modification of,
otherwise give any other contracting party the right to terminate, or
constitute (or with notice or lapse of time or both constitute) a
default under, any contract or other agreement to which
Iron Eagle is a party or by or to which it or any of its assets or
properties may be bound or subject;
3.3 Consents and
Approvals. No filing with, and no permit, authorization, consent, or
approval of, any public body or authority or any third party is necessary for
the consummation by Iron Eagle of the transactions contemplated by this
Agreement.
3.4 Litigation. There is
no action, suit or proceeding pending or threatened, or any investigation, at
law or in equity, before any arbitrator, court or other governmental authority,
pending or threatened, nor any judgment, decree, injunction, award or order
outstanding, against or in any manner involving Iron Eagle or any of Iron
Eagle's properties or rights which (a) could reasonably be expected to have a
material adverse effect on Iron Eagle taken as a whole, or (b) could reasonably
be expected to materially and adversely affect consummation of any of the
transactions contemplated by this Agreement (collectively, a "Material Adverse
Effect").
3.5 Brokers or Finders.
Iron Eagle shall pay a one percent (1%) finder’s fee to George Matin as set
forth in Schedule A. No other broker's or finder's fee will be payable by Iron
Eagle in connection with the transaction contemplated by this Agreement, nor
will additional fee be incurred as a result of any actions by Iron
Eagle.
3.6 Real
Estate. Iron Eagle neither owns real property nor is a party
to any leasehold agreement.
3.7 Financial Statements.
Iron Eagle does not currently have any financial statements but represents that
it will have provide audited fiscal 2009 Financial Statements to Pinnacle within
thirty (30) days from the closing of this Transaction.
3.8 Capitalization. The
authorized capital stock of Iron Eagle consists of 1,000,000 shares of common
stock of which 1,000 shares are presently issued and outstanding. Iron Eagle has
not granted, issued or agreed to grant, issue or make available any warrants,
options, subscription rights or any other commitments of any character relating
to the unissued shares of capital stock of Iron Eagle. All of the Iron Eagle
Shares are duly authorized and validly issued, fully paid and
non-assessable.
3.9 Full Disclosure. No
representation or warranty by Iron Eagle in this Agreement or in any document or
schedule to be delivered by them pursuant hereto, and no written statement,
certificate or instrument furnished or to be furnished to Pinnacle pursuant
hereto or in connection with the negotiation, execution or performance of this
Agreement contains, or will contain, any untrue statement of a material fact or
omits, or will omit, to state any fact necessary to make any statement herein or
therein not materially misleading or necessary to a complete and correct
presentation of all material aspects of the businesses of Iron
Eagle.
3.10 Iron Eagle Payment of
Certain Liabilities. Iron Eagle will assume responsibility for paying (i)
December 2009 operating expenses of Pinnacle in the amount of Thirty Thousand
Dollars ($30,000), which amount will be delivered to Pinnacle no later than
January 6, 2010; (ii) the costs to bring Pinnacle current in its reporting
obligations under the Securities Exchange Act of 1934, which costs are estimated
to be approximately Twenty Thousand Dollars ($20,000); and (iii) Pinnacle’s
operational overhead in the amount of Thirty Thousand Dollars ($30,000) per
month for the months of January and February 2010. Each monthly
payment shall be due no later than the fifteenth day of that monthly
period.
SECTION
4. REPRESENTATIONS AND WARRANTIES OF PINNACLE
Pinnacle hereby represents and
warrants to Iron Eagle and the Shareholders as follows:
4.1 Organization and Good
Standing. Pinnacle is a corporation duly organized, validly existing and
in good standing under the laws of Wyoming, and is entitled to own or lease its
properties and to carry on its business as and in the places where such
properties are now owned, leased or operated and such business is now conducted.
Pinnacle is qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business requires such
qualification.
4.2 Authorization;
Enforceability; No Breach. Pinnacle has all necessary corporate power and
authority to execute this Agreement and perform its obligations hereunder. This
Agreement constitutes the valid and binding obligation of Pinnacle enforceable
against Pinnacle in accordance with its terms, except as may be limited by
bankruptcy, moratorium, insolvency or other similar laws generally affecting the
enforcement of creditors' rights. The execution, delivery and performance of
this Agreement by Pinnacle and the consummation of the transactions contemplated
hereby will not:
(a) violate any provision of the
Charter or By-Laws of Pinnacle;
(b) violate, conflict with or result
in the breach of any of the terms of, result in a material modification of,
otherwise give any other contracting party the right to terminate, or constitute
(or with notice or lapse of time or both constitute) a default under, any
contract or other agreement to which Pinnacle is a party or by or to which it or
any of its assets or properties may be bound or subject;
(c) violate any order, judgment,
injunction, award or decree of any court, arbitrator or governmental or
regulatory body against, or binding upon, Pinnacle, or upon the properties
or business of Pinnacle; or
(d) violate any statute, law or
regulation of any jurisdiction applicable to the transactions contemplated
herein which could have a Material Adverse Effect on the business or operations
of Pinnacle.
4.3 The Pinnacle Shares.
The Pinnacle Shares to be issued to the Shareholders have been, or will have
been, prior to the Closing, duly authorized by all necessary corporate and
shareholder actions and, when so issued in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable and will not be
issued in violation of the pre-emptive or similar rights of any
person.
4.4 Compliance with Laws.
Pinnacle has complied with all federal, state, county and local laws,
ordinances, regulations, inspections, orders, judgments, injunctions, awards or
decrees applicable to it or its business which, if not complied with, would
materially and adversely affect the business or financial condition of
Pinnacle.
4.5 Consents and
Approvals. No filing with, and no permit, authorization, consent or
approval of any public body or authority or any third party is necessary for the
consummation by Pinnacle of the transactions contemplated by this
Agreement.
4.6 Litigation. There is
no action, suit or proceeding pending or threatened, or any investigation, at
law or in equity, before any arbitrator, court or other governmental authority,
pending or threatened, nor any judgment, decree, injunction, award or order
outstanding, against or in any manner involving Pinnacle or any of Pinnacle's
properties or rights which (a) could reasonably be expected to have a material
adverse effect on Pinnacle taken as a whole, or (b) could reasonably be expected
to materially and adversely affect consummation of any of the transactions
contemplated by this Agreement.
4.7 Brokers or Finders.
No broker's or finder's fee will be payable by Pinnacle in connection with the
transaction contemplated by this Agreement, nor will any such fee be incurred as
a result of any actions by Pinnacle.
4.8 Real Estate. Pinnacle
neither owns real property nor is a party to any leasehold agreement, except for
current office lease for Colorado office, and a photocopier/fax
lease.
4.9 Assets. Pinnacle owns
all rights, title and interest in and to its assets, free and clear of all
liens, pledges, mortgages, security interests, conditional sales contracts or
any other encumbrances.
4.10 Financial Statements.
The unaudited balance sheet of Pinnacle at March 31, 2009 and the audited
balance sheet of Pinnacle at December 31, 2008 and 2007 and related statements
of operations, cash flow and shareholders' equity (the "Pinnacle Financial
Statements") fairly present in all material respects the financial position of
Pinnacle as of the respective dates thereof, and the other related statements
included therein fairly present in all material respects the results of
operations, changes in shareholders' equity and cash flows of Pinnacle for the
respective periods or as of the respective dates set forth therein, all in
conformity with generally accepted accounting principles consistently applied
during the periods involved, except as otherwise noted therein.
4.11 Absence of Changes; No
Undisclosed Liabilities. Except as disclosed in its Form 10-KSB for
fiscal year ended June 30, 2008, Form 10-Q for the quarter ended March 31, 2009
and unaudited balance sheet as of November 30, 2009, Pinnacle has not incurred
any liability material to Pinnacle on a consolidated basis, except in the
ordinary course of its business, consistent with past practices; suffered a
change, or any event involving a prospective change, in the business, assets,
financial condition, or results of operations of Pinnacle which has had, or is
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect, (other than as a result of changes or proposed changes in federal or
state regulations of general applicability or interpretations thereof, changes
in generally accepted accounting principles, and changes that could, under the
circumstances, reasonably have been anticipated in light of disclosures made in
writing by Pinnacle to Iron Eagle pursuant hereto); or subsequent to the date
hereof, conducted its business and operations other than in the ordinary course
of business and consistent with past practices. Pinnacle has no liability (and
Pinnacle is not aware of any basis for any present or future action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand against
any of them giving rise to any liability which individually or is in the
aggregate are reasonably likely to have a Material Adverse Effect on Pinnacle)
except for (a) liabilities set forth on the face of the most recent balance
sheet included in the Pinnacle Financial Statements, and (b) liabilities which
have arisen after the date of such balance sheet in the ordinary course of
business (none of which results from, arises out of, relates to, is in the
nature of, or was caused by any breach of contract, tort, infringement, or
violation of law). As of the date of this Agreement, such liabilities are
approximately One Hundred Thirty Thousand Dollars ($130,000), after taking into
account the payment of certain liabilities with the $10,000 loan being advanced
to Pinnacle as set forth in paragraph 1.3 above.) Schedule 4.11 sets forth all
liabilities and incurred expenses of Pinnacle as of the date of this
Agreement.
4.12 Termination of Existing
Business Activities; Sale of Assets. Upon the Closing of this
Transaction, Pinnacle shall immediately terminate any business activities in
which it is or has been engaged. In addition, Pinnacle will use its best efforts
to sell all of its existing equipment and other assets, including the shares it
owns of The Saint James Company, Inc (STJC) and Green Energy Holdings (EGYH).
All proceeds from the sale of Pinnacle’s assets will be used to pay off
liabilities of Pinnacle and then for Pinnacle’s working capital and other
corporate requirements, subject to approved directors and officers severance
compensation plan. Such severance plan shall be paid to exiting directors or
their assignees.
4.13 Capitalization. The
authorized capital stock of Pinnacle consists of 500,000,000 shares of common
stock, $.00001 par value of which 32,477,550 shares are presently issued and
outstanding. Pinnacle has not granted, issued or agreed to grant, issue or make
available any warrants, options, subscription rights or any other commitments of
any character relating to the unissued shares of capital stock of Pinnacle. All
of the Pinnacle Shares are duly authorized and validly issued, fully paid and
non-assessable.
4.14 Contracts. A copy of
each of the material contracts, instruments, mortgages, notes, security
agreements, leases, agreements, or understandings, whether written or oral, to
which Pinnacle is a party that relates to or affects the assets or operations of
Pinnacle or to which Pinnacle's assets or operations may be bound or subject
(collectively, the "Contracts"), has been provided to Iron Eagle. Each of the
Contracts is a valid and binding obligation of Pinnacle and in full force and
effect, except for where the failure to be in full force and effect would not,
individually or in the aggregate, have a Material Adverse Effect. For purposes
of this Agreement a material contract shall be any contract or agreement
involving consideration in excess of $10,000. There are no existing defaults by
Pinnacle thereunder or, to the knowledge of Pinnacle, by any other party
thereto, which defaults, individually or in the aggregate, would have a Material
Adverse Effect.
4.15 Taxes. All required
tax returns or federal, state, county, municipal, local, foreign and other taxes
and assessments have been properly prepared and filed by Pinnacle for all years
for which such returns are due unless an extension for filing any such return
has been properly prepared and filed. Any and all federal, state, county,
municipal, local, foreign and other taxes, assessments, including any and all
interest, penalties and additions imposed with respect to such amounts have been
paid or provided for. Pinnacle has never been audited by any local, state or
federal tax authority.
4.16 Labor and Employment
Matters. (a) Pinnacle is and has been in compliance in all respects with
all applicable laws respecting employment and employment practices, terms, and
conditions of employment and wages and hours, including, such laws respecting
employment discrimination, equal opportunity, affirmative action, worker's
compensation, occupational safety, and health requirements and unemployment
insurance and related matters, and are not engaged in and have not engaged in
any unfair labor practice; (b) no investigation or review by or before any
governmental entity concerning any violations of any such applicable laws is
pending nor, to the knowledge of Pinnacle is any such investigation threatened
or has any such investigation occurred during the last three years, and no
governmental entity has provided any notice to Pinnacle or otherwise asserted an
intention to conduct any such investigation; (c) there is no labor strike,
dispute, slowdown, or stoppage actually pending or threatened against Pinnacle;
(d) no union representation question or union organizational activity exists
respecting the employees of Pinnacle; (e) no collective bargaining agreement
exists which is binding on Pinnacle; (f) Pinnacle has experienced no work
stoppage or other labor difficulty; and (g) in the event of termination of the
employment of any of the current officers, directors, employees, or agents of
Pinnacle, Pinnacle shall not, pursuant to any agreement or by reason of anything
done prior to the closing by Pinnacle be liable to any of said officers,
directors, employees, or agents for so-called "severance pay" or any other
similar payments or benefits, including, without limitation, post-employment
healthcare (other than pursuant to COBRA) or insurance benefits,
except to
the extent that any matter in Items (a), (b), (f) and (g) could reasonably be
expected individually or in the aggregate to have a Material Adverse Effect on
Pinnacle.
4.17 State Anti-Takeover
Statutes. The Pinnacle Board of Directors has approved this Agreement and
the transactions contemplated hereby, and thereby such approval constitutes
approval of the Agreement and other transactions contemplated hereby and thereby
by the Pinnacle Board of Directors as required under Wyoming law. To the
knowledge of Pinnacle, no state anti-takeover statute is applicable to the
Exchange.
4.18 Absence of Certain Business
Practices. Neither Pinnacle nor any director, officer, employer, or agent
of the foregoing, nor any person acting on its behalf, directly or indirectly
has to Pinnacle's knowledge given or agree to give any gift or similar benefit
to any customer, supplier, governmental employee or other person which (a) might
subject Iron Eagle to any damage or penalty in any civil, criminal, or
governmental litigation or proceeding, (b) if not given in the past, might have
had a Material Adverse Effect on Pinnacle, or (c) if not continued in the
future, might have a Material Adverse Effect on Pinnacle or which might subject
Pinnacle to suit or penalty in any private or governmental litigation or
proceeding.
4.19 Internal Accounting
Controls. Pinnacle maintains a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management's general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management's general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.
4.20 SEC Reports. Except
as may be disclosed in its public filings with the SEC, Pinnacle has filed all
reports required to be filed by it under the Exchange Act, except for the 10KSB
for the period ended June 30, 2009, and the 10QSB for the period ended September
30, 2009, including pursuant to Section 13(a) or 15(d) thereof (the foregoing
materials, including the exhibits thereto, being collectively referred to herein
as the "SEC Reports"). The SEC Reports comply in all material respects with the
requirements of the Exchange Act and the rules and regulations of the SEC
promulgated thereunder, and none of the SEC Reports, when filed, contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
financial statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and
regulations of the SEC with respect thereto as in effect at the time of
filing.
4.21 SEC Inquiry. Pinnacle
has not received and is not aware of any Investigation of Pinnacle by the SEC or
any self-regulatory.
4.22 Full Disclosure. No
representation or warranty by Pinnacle in this Agreement or in any document or
schedule to be delivered by them pursuant hereto, and no written statement,
certificate or instrument furnished or to be furnished to Iron Eagle pursuant
hereto or in connection with the negotiation, execution or performance of this
Agreement contains, or will contain, any untrue statement of a material fact or
omits, or will omit, to state any fact necessary to make any statement herein or
therein not materially misleading or necessary to a complete and correct
presentation of all material aspects of the businesses of Pinnacle.
4.23 Reverse Stock Split.
Prior to, or soon after the Closing Date, the Company shall approve and
implement a One to Thirty (1:30) reverse split.
SECTION
5. COVENANTS
5.1. Examinations and
Investigations. Prior to the Closing, the parties acknowledge that they
have been entitled, through their employees and representatives, to make such
investigation and verification of the assets, properties, business and
operations, books, records and financial condition of the other, including
communications with suppliers, vendors and customers, as they each may
reasonably require. No investigation by a party hereto shall, however, diminish
or waive in any way any of the representations, warranties, covenants or
agreements of the other party under this Agreement. Consummation of this
Agreement shall be subject to the fulfillment of due diligence procedures to the
reasonable satisfaction of each of the parties hereto and their respective
counsel.
5.2. Expenses. Each party
hereto agrees to pay its own costs and expenses incurred in negotiating this
Agreement and consummating the transactions described herein. Pinnacle expenses
shall be covered by funds provided to it or by the sale of Pinnacle
assets.
5.3. Further Assurances.
The parties shall execute such documents and other papers and take such further
action as may be reasonably required or desirable to carry out the provisions
hereof and the transactions contemplated hereby. Each such party shall use its
best efforts to fulfill or obtain in the fulfillment of the conditions to the
Closing, including, without limitation, the execution and delivery of any
documents or other papers, the execution and delivery of which are necessary or
appropriate to the Closing.
5.6. Confidentiality. In
the event the transactions contemplated by this Agreement are not consummated,
each of the parties hereto agree to keep confidential any information disclosed
to each other in connection therewith; provided, however, such obligation shall
not apply to information which:
(a) at the time of disclosure was
public knowledge;
(b) after the time of disclosure
becomes public knowledge (except due to the action of the receiving party);
or
(c) the receiving party had within
its possession at the time of disclosure.
5.7 Stock Certificates and
Consideration. At the Closing, the Shareholders shall have delivered the
certificates representing the Iron Eagle Shares duly endorsed (or with executed
stock powers) so as to make Pinnacle the sole owner thereof. At such Closing,
Pinnacle shall issue the Pinnacle Shares to the Shareholders, which shares shall
be delivered to the Escrow Agent as provided herein.
5.8 Management of Iron Eagle and
Pinnacle. On the Closing Date, the directors and officers of Pinnacle
shall take such actions as may be required to cause Jason Shapiro to be
appointed to Pinnacle’s Board of Directors and to be appointed Chief Financial
Officer of Pinnacle. Iron Eagle’s current officers and directors shall remain as
the sole officers and directors of Iron Eagle.
5.9 Performance
Obligation.
The Pinnacle Shares being delivered to the Escrow Agent shall be released from
Escrow to the Iron Eagle Shareholders if within nine (9) months after the
Closing Date, (i) Iron Eagle shall enter into one or more agreements to acquire
construction, infrastructure or related companies with aggregate fiscal 2009 or
last twelve (12) months audited EBITDA, adjusted for non-recurring expenses, of
at least One Million Eight Hundred Thousand Dollars ($1,800,000); or (ii)
Pinnacle’s Board of Directors unanimously votes to authorize the release of the
Pinnacle Shares. It is agreed by and among the parties that Iron Eagle may cause
any such acquisition to be completed in Pinnacle, in Iron Eagle or in a
subsidiary of either company and that any acquisition may utilize cash and/or
newly issued stock of either Pinnacle, Iron Eagle or a new subsidiary to
complete such acquisitions. Pinnacle agrees and covenants that it will (i)
assist Iron Eagle to the best of its ability to complete any such acquisition
transactions proposed by Iron Eagle; (ii) take any necessary actions to
authorize and issue new shares of stock to raise capital or for all or a portion
of any acquisition purchase price; and (iii) not take any action that would in
any way impede or prevent Iron Eagle from completing any proposed acquisition
transaction. The Board of Pinnacle shall retain all voting rights as to any
mergers or acquisitions. The Board shall approve the transactions if the
majority of shareholders vote for such mergers or acquisitions and approval
would not be unreasonable. In the event that Iron Eagle fails to complete an
acquisition as detailed in this Paragraph 5.9, the Escrow Agent shall return all
of the Pinnacle Shares to Pinnacle and Pinnacle shall be released from its
obligation to repay the $10,000 loan detailed in Paragraph 1.3.
5.10 Issuance of shares for
mergers or acquisitions to satisfy the Performance
Obligation. The first One Hundred and Eighty million
(180,000,000) shares to be issued to acquire or merge companies to satisfy the
Performance Obligation shall come from newly issued shares from Pinnacle. Shares
issued to companies to satisfy the Performance Obligation above the first One
Hundred and Eighty million (180,000,000) shares shall come from shares in the
Escrow. As a condition of the Performance Obligation being met, the current
32,477,550 shares currently issued and outstanding prior to the Iron Eagle
transaction shall represent a minimum of 5% of the total fully-diluted shares
outstanding.
SECTION
6. THE CLOSING
The
closing (the "Closing") shall take place contemporaneously with the execution of
this Agreement, or at such other time and place as is mutually agreed upon by
Pinnacle, Iron Eagle and the Shareholders, following satisfaction or waiver of
all conditions precedent to Closing. At the Closing, the parties shall provide
each other with such documents as may be necessary or appropriate and customary
in transactions of this sort in order to consummate the transactions
contemplated hereby, including evidence of due authorization of the Agreement
and the transactions contemplated hereby.
SECTION
7. CONDITIONS PRECEDENT TO CLOSING
7.1 Conditions Precedent to the
Obligation of Pinnacle to Issue the Pinnacle Shares. The obligation of
Pinnacle to issue the Pinnacle Shares to the Shareholders and to otherwise
consummate the transactions contemplated hereby is subject to the satisfaction,
at or before the Closing, of each of the conditions set forth below. These
conditions are for Pinnacle's sole benefit and may be waived by Pinnacle at any
time in its sole discretion.
(a) Accuracy of Iron Eagle's and the
Shareholders' Representations and Warranties. The representations and
warranties of Iron Eagle and the Shareholders will be true and correct in all
material respects as of the date when made and as of the Closing, as though made
at that time.
(b) Performance by Iron Eagle and the
Shareholders. Iron Eagle and the Shareholders shall have performed all
agreements and satisfied all conditions required to be performed or satisfied by
them at or prior to the Closing.
(c) No Injunction. No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction which prohibits the consummation of any of
the transactions contemplated by this Agreement.
(d) No Material Adverse
Changes. Iron Eagle shall have suffered no Material Adverse
Effect.
(e) Miscellaneous. Iron Eagle and the
Shareholders shall have delivered to Pinnacle such other documents relating to
the transactions contemplated by this Agreement as Pinnacle may reasonably
request.
7.2 Conditions Precedent to the
Obligation of the Shareholders to Exchange Iron Eagle
Shares. The obligation of the Shareholders to exchange their
Iron Eagle Shares for the Pinnacle Shares and to otherwise consummate the
transactions contemplated hereby is subject to the satisfaction, at or before
the Closing, of each of the conditions set forth below. These conditions are for
the Shareholders' sole benefit and may be waived by Iron Eagle at any time in
its sole discretion.
(a) Accuracy of Pinnacle's
Representations and Warranties. The representations
and warranties of Pinnacle will be true and correct in all
material respects as of the date when made and as of the Closing, as though made
at that time.
(b) Performance by
Pinnacle. Pinnacle shall have performed all agreements and satisfied
all conditions required to be performed or satisfied by them at or prior to the
Closing.
(c) No Injunction. No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction which prohibits the consummation of any of
the transactions contemplated by this Agreement.
(d) No Material Adverse
Changes. Pinnacle shall have suffered no Material Adverse
Effect.
(e) Miscellaneous. Pinnacle shall
have delivered to the Shareholders such other documents relating to the
transactions contemplated by this Agreement as the Shareholders may reasonably
request.
SECTION
8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF PINNACLE
Notwithstanding any right of Iron
Eagle and the Shareholders fully to investigate the affairs of Pinnacle, Iron
Eagle and the Shareholders shall have the right to rely fully upon the
representations, warranties, covenants and agreements of Pinnacle contained in
this Agreement or in any document delivered by Pinnacle or any of its
representatives, in connection with the transactions contemplated by this
Agreement. All such representations, warranties, covenants and agreements shall
survive the execution and delivery hereof and the Closing hereunder for
twenty-four (24) months following the Closing.
SECTION
9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF IRON EAGLE AND THE
SHAREHOLDERS
Notwithstanding any right of Pinnacle
fully to investigate the affairs of Iron Eagle, Pinnacle shall have the right to
rely fully upon the representations, warranties, covenants and agreements of
Iron Eagle and the Shareholders contained in this Agreement or in any document
delivered to Pinnacle by Iron Eagle or any of its representatives, in connection
with the transactions contemplated by this Agreement. All such representations,
warranties, covenants and agreements shall survive the execution and delivery
hereof and the Closing hereunder for twenty-four (24) months following the
Closing.
SECTION
10. INDEMNIFICATION
10.1 Obligation of Pinnacle to
Indemnify. Subject to the limitations on the survival of representations
and warranties contained in Section 8, Pinnacle hereby agrees to indemnify,
defend and hold harmless the Shareholders and Iron Eagle, to the extent provided
for herein, from and against any losses, liabilities, damages, deficiencies,
costs or expenses (including interest, penalties and reasonable attorneys' fees
and disbursements) (a "Loss") based upon, arising out of, or otherwise due to
any inaccuracy in or any breach of any representation, warranty, covenant or
agreement of Pinnacle contained in this Agreement or in any document or other
writing delivered pursuant to this Agreement.
10.2 Obligation of the Iron Eagle
to Indemnify. Subject to the limitations on the survival of
representations and warranties contained in Section 9, Iron Eagle agrees to
indemnify, defend and hold harmless Pinnacle to the extent provided for herein
from and against any Loss based upon, arising out of, or otherwise due to any
inaccuracy in or any breach of any representation, warranty, covenant or
agreement made by any of them and contained in this Agreement or in any document
or other writing delivered pursuant to this Agreement.
SECTION
11. MISCELLANEOUS
11.1 Waivers. The waiver
of a breach of this Agreement or the failure of any party hereto to exercise any
right under this Agreement shall in no event constitute a waiver as to any
future breach whether similar or dissimilar in nature or as to the exercise of
any further right under this Agreement.
11.2 Amendment. This
Agreement may be amended or modified only by an instrument of equal formality
signed by the parties or the duly authorized representatives of the respective
parties.
11.3 Assignment. This
Agreement is not assignable except by operation of law.
11.4 Notices. Until
otherwise specified in writing, the mailing addresses of both parties of this
Agreement shall be as follows:
|
To:
|
Iron
Eagle Group
|
448 West
37th Street, Suite 9G
New York,
NY 10018
|
With
a copy to:
|
Mitchell
Lampert, Esq.
|
Meister
Seelig & Fein
140 East
45th
Street
New York,
NY 10017
The
Shareholders: Addresses as Set forth on Schedule A
Pinnacle:
9600 E.
Arapahoe Road, Suite 260
Englewood,
Colorado 80112
Any
notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address as may be furnished in writing to the
addressor.
11.5 Governing Law; Venue.
This Agreement shall be governed and construed in accordance with the laws of
the State of Nevada, without regard to the conflicts of law provisions thereof.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in the County of New York, State of New York, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. If any provision of this
agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remainder of this agreement in that jurisdiction or the validity or
enforceability of any provision of this agreement in any other jurisdiction.
EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.
11.6 Publicity. No
publicity release or announcement concerning this Agreement or the transactions
contemplated hereby shall be issued by either party hereto at any time from the
signing hereof without advance approval in writing of the form and substance
thereof by the other party.
11.7 Entire Agreement.
This Agreement (including the Exhibits and Schedules hereto) and the collateral
agreements executed in connection with the consummation of the transactions
contemplated herein contain the entire agreement among the parties with respect
to the Exchange and related transactions, and supersede all prior agreements,
written or oral, with respect thereto.
11.8 Headings. The
headings in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.
11.9 Severability of
Provisions. The invalidity or unenforceability of any term, phrase,
clause, paragraph, restriction, covenant, agreement or other provision of this
Agreement shall in no way affect the validity or enforcement of any other
provision or any part thereof.
11.10 Counterparts. This
Agreement may be executed in any number of counterparts, each of which, when so
executed, shall constitute an original copy hereof, but all of which together
shall consider but one and the same document.
IN WITNESS
WHEREOF, the parties have executed this Agreement on the date first above
written.
|
PINNACLE
RESOUCES, INC.
|
IRON
EAGLE GROUP
|
||||
|
By:
|
|
By:
|
|
||
|
Name:
|
Name:
|
||||
|
Title:
CEO
|
Title:
|
||||
|
SHAREHOLDERS
|
|||||
|
By:
|
|
By:
|
|
||
|
Name:
|
Name:
|
||||
|
By:
|
|
By:
|
|
||
|
Name:
|
Name:
|
||||
SCHEDULE
A
IRON
EAGLE GROUP, INC. EXCHANGE WITH PINNACLE RESOURCES, INC.
|
Name
|
Address
|
Shares
Owned
|
% Owned
|
Pinnacle Shares to
be Received
|
||||||||||
|
Jake
Shapiro
|
448
West 37th Street, Suite 9G
New
York, NY 10018
|
265.46667 | 26.547 | % | 99,149,630 | |||||||||
|
Stephen
W. Gropp
|
1803
North Stafford Street
Arlington,
VA 22207
|
265.46667 | 26.547 | % | 99,149,630 | |||||||||
|
Jason
Shapiro
|
448
West 37th Street, Suite 9G
New
York, NY 10018
|
265.46667 | 26.547 | % | 99,149,630 | |||||||||
|
Nevada
Irrevocable Trust
|
3540
W. Sahara Ave.
Suite
153
Las
Vegas, NV 89102
|
91.80000 | 9.180 | % | 34,286,550 | |||||||||
|
June
J. Masaki
|
59
Damonte Rancn Parkway
Suite
B - 4296
Reno,
NV 89521
|
91.80000 | 9.180 | % | 34,286,550 | |||||||||
|
George
F Matin
|
10790
Wilshire Bl Suite 801
Los
Angeles, CA 90024
|
10.00000 | 1.000 | % | 3,734,918 | |||||||||
|
Meister
Seelig
|
Two
Grand Central Tower
140
East 45th Street , 19th Floor
New
York, NY 10017
|
10.00000 | 1.000 | % | 3,734,918 | |||||||||
|
Total
Shareholdings
|
1,000.00000 | 100.000 | % | 373,491,825 | ||||||||||