EXHIBIT 10.1

 

SHARE EXCHANGE AGREEMENT

 

BY AND BETWEEN:

 

IMPERIAL PLANTATION CORPORATION,

a Nevada corporation having offices in the Tempe, Arizona

(hereinafter referred to as the “Corporation”);

 

CHAW ENG NENG and LIM KOK CHEANG

(hereinafter referred to as the “Owners”);

 

HUU HAQ RESOURCES SDN. BHD.,

a corporation organized under the laws of Malaysia

(hereinafter referred to as “Plantation Co.”)

 

SHARE EXCHANGE AGREEMENT

 

 

 

Dated as of June 17, 2015

 

 

 

 

 

 

 

 

SHARE EXCHANGE AGREEMENT

 

THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of the day of June, 2015 (this “Agreement”) is entered into by and among, IMPERIAL PLANTATION CORPORATION, a Nevada corporation having offices in the Tempe, Arizona (“IMPC”), CHAW ENG NENG and LIM KOK CHEANG, each a resident of Malaysia (collectively referred to herein as the “Owners”) and HUU HAQ RESOURCES SDN. BHD., a Malaysian corporation (“Plantation Co.”). IMPC, Owners and Plantation Co. are referred to singularly as a “Party” and collectively as the “Parties.”

 

WITNESSETH:

 

WHEREAS, the Owners own all of the issued and outstanding shares of Plantation Co.;

 

WHEREAS, Plantation Co. is in the business of planting, growing, maintaining and harvesting agarwood for the purposes of producing agar wood chips, oud oil and agarwood tea and operates such business on a 2,000 acre plantation located in Kelantan, Malaysia;

 

WHEREAS, IMPC wishes to acquire all of the issued and outstanding shares of capital stock of Plantation Co. (referred to hereinafter as the “Plantation Co. Shares”) with the purpose of owning and operating Plantation Co. as IMPC’s wholly-owned subsidiary; and

 

WHEERAS, IMPC, Plantation Co., and the Owners propose to enter into this Agreement which provides, among other things, that the Owners shall deliver the Plantation Co. Shares to IMPC in exchange for a total of 2 billion shares of IMPC’s common stock (the “Share Exchange”) as described in Section 2.01 of this Agreement, on the terms and conditions set forth herein and such additional items as more fully described in this Agreement.

 

NOW, THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements set forth herein, the Parties hereto agree as follows:

 

ARTICLE I

DEFINITIONS

 

Section 1.01. Definitions. The following terms shall have the following respective meanings:

 

“Affiliate”

with respect to any Party, a Person that directly or indirectly controls, is controlled by, or is under common control of such Party. For the purpose of this definition, “control” means (i) ownership of more than ten percent (10%) of the voting shares of a Person or (ii) the right or ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement or otherwise;

 

“Business Day”		a day (other than a Saturday) on which banks in Nevada are open for business throughout their normal business hours;
“Closing”		the closing of the transactions contemplated by this Agreement;
“Completion”		completion of acquisition of the Plantation Co. Shares by IMPC and issuance of the Exchange Shares (as such term is defined below) in accordance with the terms and conditions of this Agreement;
“Encumbrance”		any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, preemptive right deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and reference to “Encumbrances” shall be construed accordingly;
“Exchange Act”		the US Securities Exchange Act of 1934;
“Person”		any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality);
“Securities Act”		the US Securities Act of 1933;
“SEC”		the US Securities and Exchange Commission;
“US”		United States of America;
“United States Dollars” or “US$”		United States dollars;

 

 

Section 1.02. Rules of Construction.

 

(a) Unless the context otherwise requires, as used in this Agreement: (i) “including” means “including, without limitation”; (ii) words in the singular include the plural; (iii) words in the plural include the singular; (iv) words applicable to one gender shall be construed to apply to each gender; (v) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, including the Schedules hereto; (vi) the terms “Article,” “Section” and “Schedule” shall refer to the specified Article, Section or Schedule of or to this Agreement and references to paragraphs shall refer to the relevant paragraph of a specified Schedule and (vii) the term “day” shall refer to calendar days.

 

 

(b) Titles and headings to Articles and Sections are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

 

ARTICLE II

THE SHARE EXCHANGE

 

Section 2.01 Share Exchange.

 

(a) Subject to and upon the terms and conditions of this Agreement, on the Closing Date (as defined hereafter), IMPC shall acquire all of the Plantation Co. Shares from the Owners with all of such interests acquired being free from all Encumbrances together with all rights now or hereafter attaching thereto.

 

(b) In exchange for the delivery of the Plantation Co. Shares, IMPC shall provide the following to the Owners at the closing, a total of Two Billion (2,000,000,000) shares of IMPC’s common stock (the “Exchange Shares”) ”), allocated as follows:

 

Chaw Eng Neng 50%

Lim Kok Cheang 50%

 

(c) The Share Exchange shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law. If the Closing does not occur as set forth in Section 2.02 of this Agreement due to one Party’s failure to perform, then the other Party may terminate the Agreement.

 

Section 2.02. Closing Location. The Closing of the Share Exchange and the other transactions contemplated by this Agreement will occur as soon as possible (the “Closing Date”), at the offices of Booth Udall Fuller, PLC, 1255 W. Rio Salado Parkway, Tempe, Arizona.

 

Section 2.03. Owner’s Closing Documents. At the Closing, the Owner will tender to IMPC:

 

(a) Original certificates issued in the name of the Owners representing all of the Plantation Co. Shares, duly endorsed for transfer by the Owners, with notarization of such endorsement, and marked “cancelled for transfer” or as otherwise directed by IMPC or its counsel, in accordance with the laws of the Malaysia;

 

(b) One (1) new certificate issued by Plantation Co. in the name of IMPC representing the Plantation Co. Shares;

 

(c) A certified copy of the register of shareholders of Plantation Co. showing IMPC as the registered owner of the Plantation Co. Shares; and

 

(d) A resolution from the Owners certifying that the conditions in Section 8.01(b) have been satisfied.

 

 

Section 2.04. IMPC’s Closing Documents. At the Closing, IMPC will tender to the Owners:

 

(a) A certified copy(ies) of resolutions of the Board of Directors of IMPC in a form satisfactory to the Owners, acting reasonably, authorizing:

 

	(i)	the execution and delivery of this Agreement by IMPC; and
	(ii)	the issuance of the Exchange Shares to the Owners as set forth in subsection (b) above.

 

(b) Share certificates, registered in the name of the Owners representing the Exchange Shares; and

 

(c) A certificate executed by a duly appointed officer of IMPC certifying that the conditions in Section 9.01(b) have been satisfied.

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES

 

Section 3.01. Each Party represents and warrants to the other Party that each of the warranties it makes is accurate in all respects and not misleading as at the date of this Agreement.

 

Section 3.02. Each Party undertakes to disclose in writing to the other Party anything which is or may constitute a breach of or be inconsistent with any of the warranties immediately upon the same coming to its notice at the time of and after Completion.

 

Section 3.03. Each Party agrees that each of the warranties it makes shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other term of this Agreement.

 

Section 3.04. Each Party acknowledges that the restrictions contained in Section 11.01 shall continue to apply after the Closing without limit in time.

 

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF IMPC

 

Section 4.01. Organization, Standing and Authority; Foreign Qualification. IMPC is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

 

Section 4.02. Corporate Authorization. The execution, delivery and performance by IMPC of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of IMPC, and this Agreement constitutes a valid and binding agreement of IMPC. The Exchange Shares to be issued in accordance with this Agreement shall be duly authorized and, upon such issuance, will be validly issued, fully paid and non-assessable.

 

 

Section 4.03. Capitalization. IMPC’s authorized capital stock, as of the Closing hereof, shall consist of 5,000,000,000 authorized shares of common stock, of which there shall be 3,032,300,000 common shares are issued and outstanding (including the Exchange Shares). All of such issued and outstanding shares of IMPC’s common stock are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of IMPC’s common stock or any other security of IMPC or any plan for any of the foregoing. IMPC is not obligated to register the resale of any of its common stock on behalf of any shareholder of IMPC under the Securities Act.

 

Section 4.04. Subsidiaries. IMPC’s does not have any subsidiaries.

 

Section 4.05. Articles of Incorporation and Bylaws. IMPC has heretofore delivered, or prior to Closing IMPC shall deliver, to the Owners or their representatives true, correct and complete copies of its Articles of Incorporation, certified by the Secretary of State of the State of Nevada and Bylaws or comparable instruments, certified by IMPC’s corporate secretary.

 

Section 4.06. No Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

 

(a) violate any provision of the Articles of Incorporation, Bylaws or other charter or organizational document of IMPC;

 

(b) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect 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 to which IMPC is a party or by or to which either 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, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon IMPC or upon the securities, assets or business of IMPC;

 

(d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to IMPC or to the securities, properties or business of IMPC; or

 

(e) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by IMPC.

 

 

Section 4.07. Litigation. There is no litigation, suit, proceeding, action or claim at law or in equity, pending or to IMPC’s best knowledge threatened against or affecting IMPC or involving any of IMPC’s property or assets, before any court, agency, authority or arbitration tribunal, including, without limitation, any product liability, workers' compensation or wrongful dismissal claims, or claims, actions, suits or proceedings relating to toxic materials, hazardous substances, pollution or the environment. IMPC is not subject to or in default with respect to any notice, order, writ, injunction or decree of any court, agency, authority or arbitration tribunal.

 

Section 4.08. Compliance with Laws. To the best knowledge of IMPC, it has complied with all laws, municipal bylaws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any governmental authority applicable to it, its properties or the operation of its business, except where the failure to comply will not have a material adverse effect on the business, properties, financial condition or earnings of IMPC.

 

Section 4.09. True and Correct Copies. All documents furnished or caused to be furnished to the Owners by IMPC are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents.

 

Section 4.10. Contracts.

 

(a) Except for the contracts set forth on Schedule 4.10 and excluding any obligation referenced in this Agreement, IMPC is not a party to any:

 

(i) contracts with any current or former officer, director, employee, consultant, agent or other representative having more than three (3) months to run from the date hereof or providing for an obligation to pay and/or accrue compensation of $100,000 or more per annum, or providing for the payment of fees or other consideration in excess of $100,000 in the aggregate to any officer or director of IMPC, or to any other entity in which IMPC has an interest;

 

(ii) contracts for the purchase or sale of equipment or services that contain an escalation, renegotiation or re-determination clause or that can be cancelled without liability, premium or penalty only on ninety (90) days’ or more notice;

 

(iii) contracts for the sale of any of its assets or properties or for the grant to any person of any preferential rights to purchase any of its or their assets or properties;

 

(iv) contracts (including, without limitation, leases of real property) calling for an aggregate purchase price or payments in any one (1) year of more than $100,000 in any one case (or in the aggregate, in the case of any related series of contracts);

 

(v) contracts relating to the acquisition by IMPC of any operating business of, or the disposition of any operating business by, any other person;

 

(vi) executory contracts relating to the disposition or acquisition of any investment or of any interest in any person;

 

 

(vii) joint venture contracts or agreements;

 

(viii) contracts under which IMPC agrees to indemnify any party, other than in the ordinary course of business or in amounts not in excess of $100,000 or to share tax liability of any party;

 

(ix) contracts containing covenants of IMPC not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with IMPC in any line of business or in any geographical area;

 

(x) contracts for or relating to computers, computer equipment, computer software or computer services; or

 

(xi) contracts relating to the borrowing of money by IMPC or the direct or indirect guarantee by IMPC of any obligation for, or an agreement by IMPC to service, the repayment of borrowed money, or any other contingent obligations in respect of indebtedness of any other Person, including, without limitation:

 

(A) any contract with respect to lines of credit;

 

(B) any contract to advance or supply funds to any other person other than in the ordinary course of business;

 

(C) any contract to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered;

 

(D) any keep-well, make-whole or maintenance of working capital or earnings or similar contract; or

 

(E) any guarantee with respect to any lease or other similar periodic payments to be made by any other person; and

 

(xii) any other material contract whether or not made in the ordinary course of business.

 

Section 4.11. Operations of IMPC. During the last ninety (90) days prior to the date hereof, IMPC has not:

 

(a) except for (i) increasing the authorized number of shares of its common stock to 5 billion shares on April 8, 2015; and (ii) the changing its corporate name to “Imperial Plantation Corporation” by Articles of Merger for a short-form merger with a wholly-owned subsidiary on April 10, 2015; amended its Articles of Incorporation or Bylaws or merged with or into or consolidated with any other person or entity, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business;

 

 

(b) except for the issuance of 2 billion shares of common stock in anticipation of the Share Exchange; issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any shares of its capital stock or any bonds, notes, debentures or other evidence or indebtedness;

 

(c) declared or paid any dividends or declared or made any other distributions of any kind to its shareholders; or

 

(d) made any loan or advance to any of its shareholders or to any of its directors, officers or employees, consultants, agents or other representatives, or made any other loan or advance, otherwise than in the ordinary course of business.

 

Section 4.12. Material Information. This Agreement, the Schedules attached hereto and all other information provided, in writing, by IMPC or representatives thereof to the Owners, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to the Owners in writing which, individually or in the aggregate, could have a material adverse effect on IMPC or a material adverse effect on the ability of IMPC to perform any of its obligations pursuant to this Agreement.

 

Section 4.13. Brokerage. No broker or finder has acted, directly or indirectly, for IMPC nor did IMPC incur any finder’s fee or other commission, in connection with the transactions contemplated by this Agreement.

 

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE OWNER

 

The Owners and Plantation Co. represent to IMPC as follows:

 

Section 5.01. Organization, Standing and Authority; Foreign Qualification. (a) Plantation Co. is a corporation duly organized, validly existing and in good standing under the laws of Malaysia and has all requisite corporate power and authority to own, lease and operate its respective properties and to conduct its respective business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

 

Section 5.02. Authorization. The execution, delivery and performance by the Owners of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions, as the case may be, on the part of each Owner. The Owners and Plantation Co. have duly executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement of each Owner and Plantation Co. The Plantation Co. Shares to be transferred to IMPC in accordance with this Agreement have been duly authorized and validly issued, fully paid and non-assessable. Upon transfer of the Plantation Co. Shares, no Encumbrance shall exist thereon.

 

 

Section 5.03. Capitalization.

 

(a) All of Plantation Co.’s current issued and outstanding share capital is beneficially and collectively owned by the Owners and is allocated as follows:

 

Chaw Eng Neng 50%

Lim Kok Cheang 50%

 

(b) All of such issued and outstanding shares of capital stock of Plantation Co. are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements, convertible debt or rights to subscribe for or to purchase, or commitments to issue, shares of capital stock in Plantation Co. or any other security of Plantation Co. or any plan for any of the foregoing.

 

(c) The Plantation Co. Shares are not subject to any option, right of first refusal or any other restriction on transfer, whether by contract, agreement, applicable law, regulation or statute, as the case may be.

 

(d) There are no outstanding loans, debts, bonds, indentures or promissory notes giving the holder thereof the right to convert such instruments into shares of Plantation Co.’s capital stock.

 

Section 5.04. Subsidiaries. Plantation Co. does not have any direct or indirect subsidiaries.

 

Section 5.05. Sale of Exchange Shares. Upon completion of the purchase and sale of the Exchange Shares, the Owners shall be the beneficial and record holder of the Exchange Shares.

 

Section 5.06. Investment Risk. The Owners understand that an investment in IMPC includes a high degree of risk, have such knowledge and experience in financial and business matters, investments, securities and private placements as to be capable of evaluating the merits and risks of their investment in the Exchange Shares, are each in a financial position to hold the Exchange Shares for an indefinite period of time, and are each able to bear the economic risk of, and withstand a complete loss of such investment in the Exchange Shares.

 

Section 5.07. Cooperation. If required by applicable securities laws or order of a securities regulatory authority, stock exchange or other regulatory authority, the Owners shall execute, deliver, file and otherwise assist IMPC in filing such reports, undertakings and other documents as may be required with respect to the issuance of the Exchange Shares.

 

Section 5.08. Tax Advice. The Owners are solely responsible for obtaining such legal, including tax, advice as it considers necessary or appropriate in connection with the execution, delivery and performance by them of this Agreement and the transactions contemplated herein.

 

 

Section 5.09. Investment Representations. All of the acknowledgements, representations, warranties and covenants set out in Exhibit A hereto are true and correct as of the date hereof and as of the Closing Date as for each Owner.

 

Section 5.10. No Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

 

(a) violate any provision of the Articles or Certificate of Incorporation, Bylaws or other charter or organizational document of Plantation Co.;

 

(b) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect 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 to which Plantation Co. or any Owner is a party or by or to which their assets or properties, including the Plantation Co. Shares, 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, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon Plantation Co. or any Owner or upon the securities, assets or business of Plantation Co. and/or any Owner;

 

(d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to Plantation Co. and/or any Owner or to the securities, properties or business of Plantation Co. and/or any Owner; or

 

(e) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by Plantation Co. and/or any Owner.

 

Section 5.11. Organizational Documents.

 

(a) The Owners have heretofore delivered to IMPC true, correct and complete copies of Plantation Co.’s Articles of Incorporation or Association (or such similar organizational documents), certified by the Companies Commission of Malaysia or such other governmental entity with the power and authority to certify Plantation Co.’s incorporation documents and Bylaws or comparable instruments, certified by the corporate secretary thereof.

 

(b) The minute books of Plantation Co. accurately reflect all actions taken at all meetings by its shareholders, members or owners and consents in lieu of meetings of its shareholders, members or owners, and all actions taken at all meetings and consents in lieu of meetings of its board of directors or managing members from the date of incorporation to the date hereof.

 

Section 5.12. Compliance with Laws. To the best of each Owners’ knowledge, neither Plantation Co. nor any of the Owners are in violation of any applicable order, judgment, injunction, award or decree nor are they in violation of any federal, provincial, state, local, municipal or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on Plantation Co. or any Owner and have not received written notice that any violation is being alleged.

 

 

Section 5.13. Material Information. This Agreement, the Schedules attached hereto and all other information provided in writing by the Owners, Plantation Co. or representatives of either to IMPC or its legal representatives, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to IMPC in writing which, individually or in the aggregate, could have a material adverse effect on Plantation Co. and/or the Owners or a material adverse effect on the ability of the Owners to perform any of their obligations pursuant to this Agreement.

 

Section 5.14. Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving Plantation Co. or any of the Owners. There are no actions, suits or claims or legal, regulatory, administrative or arbitration proceedings pending or, to the knowledge of any of the Owners, threatened against or involving Plantation Co. or any Owner, their respective assets or the Plantation Co. Shares.

 

Section 5.15. Operations. Except as contemplated by this Agreement, since its date of incorporation, Plantation Co. has not:

 

(a) amended its Certificate or Articles of Association or Bylaws (or similar document) or merged with or into or consolidated with any other person or entity, subdivided or in any way reclassified any of its ownership interests or changed or agreed to change in any manner the rights of its ownership interests or the character of its business;

 

(b) issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any ownership interests or any bonds, notes, debentures or other evidence or indebtedness; or

 

(c) made any loan or advance to any manager, officer, director or employee, consultant, agent or other representative.

 

Section 5.16. Brokerage. The Owners shall pay any brokerage, finder’s fee or other commission owed in connection with the transactions contemplated by this Agreement.

 

 

 

ARTICLE VI

COVENANTS AND AGREEMENTS OF OWNERS

 

Section 6.01. Conduct of Businesses in the Ordinary Course. From the date of this Agreement to the Closing Date, the Owners shall cause Plantation Co. to conduct its respective business substantially in the manner in which it is currently conducted.

 

Section 6.02. Preservation of Permits and Services. From the date of this Agreement to the Closing Date, the Owners shall cause Plantation Co. to use its best efforts to preserve any permits and licenses in full force and effect and to keep available the services, and preserve the goodwill, of its present managers, officers, employees, agents, and consultants.

 

Section 6.03. Conduct Pending the Closing Date. From the date of this Agreement to the Closing Date: (a) the Owners shall cause Plantation Co. to use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article V shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and (b) the Owners shall promptly notify IMPC of any event, condition or circumstance that would constitute a violation or breach of this Agreement by any of the Owners.

 

Section 6.04. Corporate Examinations and Investigations. Prior to the Closing Date, IMPC shall be entitled, through its employees and representatives, to make such reasonable investigation of the assets, liabilities, properties, business and operations of Plantation Co., and such examination of the books, records, tax returns, results of operations and financial condition of Plantation Co. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Owners and their employees and representatives, including without limitation, their counsel and independent public accountants, shall cooperate fully with such representatives in connection with such reasonable review and examination.

 

ARTICLE VII

COVENANTS AND AGREEMENTS OF IMPC

 

Section 7.01. Conduct of Businesses in the Ordinary Course. From the date of this Agreement to the Closing Date, IMPC shall conduct its businesses substantially in the manner in which it is currently conducted and shall not enter into any contract described in Section 4.10, or undertake any of the actions specified in Sections 4.11.

 

Section 7.02. Litigation. From the date of this Agreement to the Closing Date, IMPC shall notify the Owners of any actions or proceedings of the type described in Section 4.07 that are threatened or commenced against IMPC or against any officer, director, employee, properties or assets of IMPC and of any requests for information or documentary materials by any governmental or regulatory body in connection with the transactions contemplated hereby.

 

Section 7.03. Conduct of IMPC Pending the Closing. From the date hereof through the Closing Date:

 

 

(a) IMPC shall use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article IV shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and

 

(b) IMPC shall promptly notify the Owners of any event, condition or circumstance occurring from the date hereof through the Closing Date that would constitute a violation or breach of this Agreement by IMPC.

 

Section 7.04. Corporate Examinations and Investigations. Prior to the Closing Date, the Owners shall be entitled, through employees and representatives, to make any investigation of the assets, liabilities, properties, business and operations of IMPC; and such examination of the books, records, tax returns, results of operations and financial condition of IMPC. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and IMPC and its employees and representatives shall cooperate fully with such representatives in connection with such reasonable review and examination.

 

ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATION OF IMPC TO CLOSE

 

The obligations of IMPC to be performed by it at the Closing pursuant to this Agreement are subject to the fulfillment on or before the Closing Date, of each of the following conditions, any one or more of which may be waived by it, to the extent permitted by law:

 

Section 8.01. Representations and Covenants. (a) The representations and warranties of the Owners and Plantation Co. contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

 

(b) The Owners and Plantation Co. shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or before the Closing Date. The Owners shall have delivered to IMPC a certificate, dated the Closing Date, and signed by the Owners to the foregoing effect.

 

Section 8.02. Governmental Permits and Approvals.

 

(a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by Plantation Co. to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and IMPC shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

 

 

(b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

 

Section 8.03. Third Party Consents. All consents, permits and approvals from parties to contracts with Plantation Co. that may be required in connection with the performance by the Owners hereunder or the continuance of such contracts in full force and effect after the Closing Date, shall have been obtained.

 

Section 8.04. Litigation. No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on Plantation Co., the Owners, or on the Plantation Co. Shares.

 

Section 8.05 Closing Documents. The Owners shall have executed and delivered the documents described in Section 2.03 above.

 

ARTICLE IX

CONDITIONS PRECEDENT TO THE OBLIGATION OF THE OWNERS TO CLOSE

 

The obligations of the Owners to be performed by them at the Closing pursuant to this Agreement are subject to the fulfillment, on or before the Closing Date, of each the following conditions, any one or more of which may be waived by him, to the extent permitted by law:

 

Section 9.01. Representations and Covenants. (a) The representations and warranties of IMPC contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

 

(b) IMPC shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or before the Closing Date. IMPC shall have delivered to the Owners a certificate dated the Closing Date, and signed by an authorized signatory of IMPC to the foregoing effect.

 

Section 9.02. Governmental Permits and Approvals. (a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by IMPC to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and the Owners shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

 

 

(b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

 

Section 9.03. Litigation. No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on IMPC.

 

Section 9.04. Closing Documents. IMPC shall have executed and delivered the documents described in Section 2.04 above.

 

ARTICLE X

TERMINATION

 

Section 10.01. Termination.

 

(a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Share Exchange and the other transactions contemplated by this Agreement shall be abandoned at any time prior to the Closing:

 

(i) by mutual written consent of the Owners and IMPC;

 

(ii) by either the Owners or IMPC in the event that a temporary restraining order, preliminary or permanent injunction or other judicial order preventing the consummation of the Share Exchange or any of the other transactions contemplated hereby shall have become final and non-appealable; provided, that, the party seeking to terminate this Agreement pursuant to this clause (ii) shall have used all commercially reasonable efforts to have such order, injunction or other order vacated;

 

(iii) by IMPC if IMPC is not then in material breach of this Agreement and if there shall have been any breach by the Owners (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article VIII, and (B) shall not have been cured within thirty (30) days following receipt by the Owners of written notice of such breach, or such longer period in the event that such breach cannot reasonably be expected to be cured within such 30-day period and the Owners are diligently pursuing such cure;

 

(v) by the Owners if the Owners are not then in material breach of this Agreement and if there shall have been any breach by IMPC (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article IX, and (B) shall not have been cured within thirty (30) days following receipt by IMPC of written notice of such breach; or

 

 

(b) In the event of termination by the Owners or IMPC pursuant to this Section 10.01, written notice thereof shall forthwith be given to the other Party and the transactions contemplated by this Agreement shall be terminated, without further action by any Party.

 

Section 10.02. Effect of Termination. If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in Section 10.01, this Agreement shall become null and void and of no further force and effect, except for the provisions of (i) Section 10.01 and this Section 10.02; and (ii) Section 11.01 relating to publicity. Nothing in this Section 10.02 shall be deemed to release any Party from any liability for any breach by such Party of the terms, conditions, covenants and other provisions of this Agreement or to impair the right of any Party to compel specific performance by any other Party of its obligations under this Agreement.

 

ARTICLE XI

MISCELLANEOUS

 

Section 11.01. Public Notices. The Parties agree that all notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated and no Party shall act unilaterally in this regard without the prior approval of the others, such approval not to be unreasonably withheld.

 

Section 11.02. Time. Time shall be of the essence hereof.

 

Section 11.03. Notices. Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given if delivered or faxed to the Party to whom it is given or, if mailed, by prepaid registered mail addressed to such Party at:

 

if to the Owners, at:

 

No. 4361

Taman Aman Lukut

71010 Port Dickson

Negri Sembilan

Malaysia

 

if to IMPC, at:

 

IMPC Corp.

c/o W. Scott Lawler, Esq.

Booth Udall Fuller PLC

1255 W Rio Salado Pkwy #215

Tempe, AZ 85281

 

or at such other address as the Party to whom such writing is to be given shall have last notified to the Party giving the same in the manner provided in this article. Any notice mailed shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing unless at the time of mailing or within five (5) Business Days thereafter there occurs a postal interruption which could have the effect of delaying the mail in the ordinary and usual course, in which case any notice shall only be effectively given if actually delivered or sent by telecopy. Any notice delivered or faxed to the Party to whom it is addressed shall be deemed to have been given and received on the Business Day next following the day it was delivered or faxed.

 

 

Section 11.04. Severability. If a court of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

 

Section 11.05. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, oral or written, by and between any of the Parties with respect to the subject matter hereof.

 

Section 11.06. Further Assurances. The Parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.

 

Section 11.07. Waiver. Except as provided in this Article, no action taken or inaction pursuant to this Agreement will be deemed to constitute a waiver of compliance with any warranties, conditions or covenants contained in this Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature. No waiver of any right under this Agreement shall be binding unless executed in writing by the Party to be bound thereby.

 

Section 11.08. Counterparts. This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such counterpart agreement or facsimile so executed shall be deemed to be an original and such counterparts and facsimile copies together shall constitute one and the same instrument and shall be valid and enforceable.

 

 

IN WITNESS WHEREOF the Parties hereto have set their hand and seal as of the day and year first above written.

 

IMPERIAL PLANTATION CORPORATION,			OWNERS
a Nevada corporation
By:	/s/ Robbie Chua		/s/ Chaw Eng Nang
Name: Robbie Chua			Name: Chaw Eng Nang
Title: President
HUU HAQ RESOURCES SDN. BHD.,
a Malaysian corporation
By:	/s/ Chaw Eng Nang		/s/ Lim Kok Cheang
Name: Chaw Eng Nang			Name: Lim Kok Cheang
Title: President

  

 

EXHIBIT A

 

Non-U.S. Person Certificate

 

June ____, 2015

Imperial Corporation

c/o W. Scott Lawler, Esq.

Booth Udall Fuller, PLC

1255 W. Rio Salado Parkway

Suite 215

Tempe, AZ 85281

 

Defined terms used but not defined herein shall have the meaning ascribed to such terms in the Share Exchange Agreement (the “Share Agreement”) dated June 17, 2015, by and among IMPERIAL CORPORATION, a corporation organized under the laws of the State of Nevada (“IMPC”), CHAW ENG NENG and LIM KOK CHEANG, each a resident of Malaysia (collectively referred to herein as the “Owners”) and HUU HAQ RESOURCES SDN. BHD., a Malaysian corporation (“Plantation Co.”), whereby IMPC is acquiring from the Owners all of issued and outstanding shares of Plantation Co. in exchange for 2 billion shares of IMPC’s common stock (“the Shares”).

 

1.

The undersigned hereby represents, warrants and certifies that:

 

	(a)	It is not a “U.S. Person” (as such term is defined by Rule 902 of Regulation S under the U.S. Securities Act) and is not acquiring the Shares, directly or indirectly, for the account or benefit of any U.S. person.
		Rule 902 under the U.S. Securities Act, defines a “U.S. Person” as:

 

(A)

Any Natural person resident in the United States;

 

(B)

Any partnership or corporation organized or incorporated under the laws of the United States;

 

(C)

Any estate of which any execution or administrator is a U.S. Person;

 

(D)

Any trust of which any trustee is a U.S. Person;

 

(E)

Any agency or branch of a foreign entity located in the United States;

 

(F)

Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

 

(G)

Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

 

 

(H)

Any partnership or corporation if:

 

(1)

Organized or incorporated under the laws of any foreign jurisdiction; and

 

(2)

Formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural person, estates or trusts.

 

The following are not “U.S. Persons:

 

(A)

Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a Non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

 

(B)

Any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if:

 

(1)

An executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and

 

(2)

The estate is governed by foreign law;

 

(C)

Any trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settler if the trust is revocable) is a U.S. Person;

 

(D)

Any employee benefit established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

 

(E)

Any agency or branch of a U.S. person located outside the United States if:

 

(1)

The agency or branch operates for valid business reasons; and

 

(2)

The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

 

(F)

The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

 

 

(b)

The offer and scale of the Shares was made in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act), in that:

 

(i)

The undersigned was outside the United States at the time the buy order for such Shares was originated; and

 

(ii)

The offer to sell the Shares was not made to the undersigned in the United States.

 

(c)

The transaction (i) has not been pre-arranged with a purchaser located inside of the United States or is a U.S. Person, and (ii) is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act.

 

2.

The undersigned hereby covenants that:

 

(a)

During the period prior to one year after the Closing (the “Restricted Period”) it will not engage in hedging transactions with regard to the Shares unless such transactions are made in compliance with the U.S. Securities Act;

 

(b)

If it decides to offer, sell or otherwise transfer any of the Shares, it will not offer, sell or otherwise transfer any of such Shares directly or indirectly, unless:

 

(i)

The sale is to the Company;

 

(ii)

The sale is made outside the United States in a transaction meeting the requirements of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; provided, however, that during the period prior to the expiration of the Restrictive Period no sale may be made to any U.S. Person or for the account or benefit of the U.S. person (other than a distributor) and all purchasers of such Shares will be required to execute and deliver to the Company a certificate substantially in the form hereof;

 

(iii)

The sale is made in the United States pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws and the purchaser has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company to the effect that such transaction does not require registration pursuant to Rule 144 under the U.S. Securities Act;

 

(iv)

The Shares are sold in the United States in a transaction that does not require registration under U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities, and it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory

 

 

(v)

to the Company to the effect that such transaction does not require registration; or

 

(vi)

The sale is made in the United States pursuant to an effective registration statement filed under the U.S. Securities Act.

 

3.

The undersigned acknowledges and agrees that:

 

	(a)	The Shares are and will be “restricted securities” as that term is defined in Rule 144 under the U.S. Securities Act, and the certificates representing the Shares, as well as all certificates issued in exchange for or in substitution of the foregoing, until such time as is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws, will be subject to the terms of and bear, on the face of such certificate, a legend in substantially the following for:
		THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THESE SECURITIES ARE RESTRICTED SECURITIES (AS DEFINED UNDER RULE 144 UNDER THE U.S. SECURITIES ACT) AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.
		DURING THE PERIOD PRIOR TO JULY ____, 2016 [ONE YEAR AFTER THE CLOSING] (THE "RESTRICTED PERIOD"), THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES, TO A U.S. PERSON (AS DEFINIED IN REGULATION S UNDER THE U.S. SECURITIES ACT), OR FOR THE ACOUNT OR BENEFIT OF A U.S. PERSON, EXCEPT PURSUANT TO REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER. DURING THE RESTRICTED PERIOD HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SUCH TRANSACTIONS ARE MADE IN COMPLIANCE WITH THE U.S. SECURITES ACT. THIS PARAGRAPH SHALL HAVE NO FURTHER EFFECT SUBSEQUENT TO THE EXPIRATION OF THE RESTRICTED PERIOD AND THEREAFTER MAY BE REMOVED.

 

(b)

The Company will refuse to register any sale of Shares made in breach of the provisions hereof.

 

(c)

The addressees of this certificate and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements, and irrevocably authorizes the addressees of this certificate to produce the same or a copy thereof to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters set forth herein. The undersigned further agrees that if any of acknowledgements, representations, warranties or agreements made herein is no longer accurate, it shall promptly notify the Company

 

 

June 19, 2015		June 19, 2015
Dated		Dated
/s/ Chaw Eng Neng		/s/ Lim Kok Cheang
Name: Chaw Eng Neng		Name: Lim Kok Cheang