EXHIBIT
2.1
STOCK
EXCHANGE AGREEMENT
AND
PLAN
OF REORGANIZATION
BETWEEN
SPRINGBANK
RESOURCES, INC.
AND
LOCATION
BASED TECHNOLOGIES, CORP.
TABLE
OF
CONTENTS
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Page
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ARTICLE
I
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EXCHANGE
OF SECURITIES
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1
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ARTICLE
II
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REPRESENTATIONS
AND WARRANTIES
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1
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2.1
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Organization
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1
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2.2
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Capital
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1
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2.3
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Officers
and Directors
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1
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2.4
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Financial
Statements
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1
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2.5
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Absence
of Changes
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2
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2.6
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Absence
of Undisclosed Liabilities
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2
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2.7
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Tax
Returns
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2
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2.8
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Minutes
Complete
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2
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2.9
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Trade
Names and Rights
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2
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2.10
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2
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2.11
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Insurance
Policies
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2
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2.12
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Compliance
with Laws
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2
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2.13
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Litigation
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3
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2.14
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Ability
to Carry Out Obligations
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3
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2.15
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Full
Disclosure
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3
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2.16
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Assets
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3
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2.17
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Organization
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3
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2.18
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Directors
and Officers
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3
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2.19
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Capital
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4
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2.20
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Financial
Statements
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4
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2.21
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Absence
of Changes
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4
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2.22
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Absence
of Undisclosed Liabilities
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4
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2.23
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Tax
Returns
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4
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2.24
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Minutes
Complete
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4
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2.25
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Trade
Names and Rights
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4
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2.26
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5
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2.27
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Insurance
Policies
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5
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2.28
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Compliance
with Laws
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5
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2.29
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Litigation
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5
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2.30
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Ability
to Carry Out Obligations
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5
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2.31
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Full
Disclosure
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6
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2.32
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Assets
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6
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ARTICLE
III
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SHAREHOLDER
REPRESENTATIONS
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6
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ARTICLE
IV
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OBLIGATIONS
BEFORE CLOSING
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7
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4.1
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Investigative
Rights
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7
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4.2
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Conduct
of Business
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7
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ARTICLE
V
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CONDITIONS
PRECEDENT TO PERFORMANCE BY SPRINGBANK
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7
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5.1
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Conditions
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7
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5.2
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Accuracy
of Representations
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7
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5.3
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Performance
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7
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5.4
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Absence
of Litigation
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8
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5.5
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Other
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8
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ARTICLE
VI
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CONDITIONS
PRECEDENT TO PERFORMANCE BY LBT
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8
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6.1
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Conditions
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8
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6.2
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Accuracy
of Representations
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8
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6.3
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Performance
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8
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6.4
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Absence
of Litigation
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8
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6.5
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Other
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8
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ARTICLE
VII
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CLOSING
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9
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7.1
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Closing
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9
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7.2
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Exchange
of Securities
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9
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7.3
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Directors
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9
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ARTICLE
VIII
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REMEDIES
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9
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8.1
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Arbitration
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9
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8.2
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Costs
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10
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8.3
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Termination
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10
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ARTICLE
IX
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MISCELLANEOUS
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10
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9.1
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Captions
and Headings
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10
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9.2
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No
Oral Change
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10
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9.3
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Non-Waiver
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10
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9.4
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Time
of Essence
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11
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9.5
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Entire
Agreement
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11
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9.6
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Governing
Law
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11
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9.7
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Counterparts
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11
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9.8
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Notices
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11
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9.9
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Binding
Effect
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11
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9.10
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Mutual
Cooperation
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11
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9.11
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Expenses
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11
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Exhibits
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A
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Allocation
of Shares
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2.2
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Options,
Warrants and Convertible Securities (LBT)
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2.3
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Officers
and Directors (LBT)
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2.4
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Financial
Statements – Changes in Financial Condition (LBT)
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2.5
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Changes
in Financial Condition (LBT)
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2.9
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Trademarks,
Trade Names and Copyrights (LBT)
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2.10
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2.11
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Insurance
Policies (LBT)
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2.12
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Employee
Benefit Plan
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2.18
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2.19
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Options,
Warrants and Convertible Securities (Springbank)
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2.20
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Financial
Statements – Changes in Financial Condition
(Springbank)
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2.21
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Changes
in Financial Condition (Springbank)
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2.25
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Trademarks,
Trade Names and Copyrights (Springbank)
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2.26
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2.27
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Insurance
Policies (Springbank)
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2.29
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Litigation
(Springbank)
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5.5(c)
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Required
Consents
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STOCK
EXCHANGE AGREEMENT
AND
PLAN
OF REORGANIZATION
This
STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”), made as
of the 31st day of August, 2007, by and between Springbank Resources, Inc.
(“Springbank”), Location Based Technologies, Corp. (“LBT”), and the shareholders
of LBT whose names are listed in Exhibit A hereto (as to Article I and Article
III only), is made for the purpose of establishing the terms and conditions
a
plan of reorganization pursuant to which Springbank will acquire all of the
issued and outstanding shares of LBT in exchange for shares of Springbank’s
common stock.
In
consideration of the mutual promises, covenants, and representations contained
herein, THE PARTIES HERETO AGREE AS FOLLOWS:
EXCHANGE
OF SECURITIES
Subject
to the terms and conditions of this Agreement, Springbank agrees to issue,
and
the shareholders of LBT agree to accept 18,384,500 shares of Springbank’s common
stock in consideration for all of the issued and outstanding shares of
LBT. The shares of Springbank’s common stock will be allocated to the
shareholders of LBT in accordance with Exhibit A to this
Agreement. The parties hereto intend that the transaction qualify as
a “reorganization” for purposes of Section 368(a)(1)(B) of the Internal Revenue
Code.
REPRESENTATIONS
AND WARRANTIES
LBT
REPRESENTS AND WARRANTS TO SPRINGBANK THAT:
Organization. LBT
is a company duly organized, validly existing, and in good standing under
the
laws of California, has all necessary powers to own its properties and to
carry
on its business as now owned and operated by it, and is duly qualified to
do
business and is in good standing in location where its business requires
qualification.
Capital. The
authorized capital of LBT consists of 200,000,000 shares of common
stock. Immediately prior to closing LBT will have 18,384.500
outstanding shares of common stock. At closing, there will be no
outstanding subscriptions, options, rights, warrants, convertible securities,
or
other agreements or commitments obligating LBT to issue any additional
securities other than as set forth on Exhibit 2.2.
Officers
and Directors. Exhibit 2.3 to this Agreement contains the names
and titles of all officers and directors of LBT.
Financial
Statements. Exhibit 2.4 to this Agreement contains the balance
sheets of LBT as of May 31, 2007, and the related statements of income for
the
period then ended. The financial statements have been prepared in
accordance with generally accepted accounting principles consistently followed
by LBT throughout the periods indicated, and fairly present the financial
position of LBT as of the dates of the balance sheets included in the financial
statements, and the results of its operations for the periods
indicated.
Absence
of Changes. Since May 31, 2007 there has not been any material
change in the financial condition or operations of LBT, except changes reflected
on Exhibit 2.5 or changes in the ordinary course of business, which changes
have
not in the aggregate been materially adverse.
Absence
of Undisclosed Liabilities. LBT did not as of May 31, 2007 have
any material debt, liability, or obligation of any nature, whether accrued,
absolute, contingent, or otherwise, and whether due or to become due, that
is
not reflected on Exhibit 2.4.
Tax
Returns. Within the times and in the manner prescribed by law,
LBT has filed all federal, state, and local tax returns required by law and
has
paid all taxes, assessments, and penalties due and payable. No
federal income tax returns of LBT have been audited by the Internal Revenue
Service. The provision for taxes, if any, reflected in LBT’s balance
sheet as of May 31, 2007, is adequate for any and all federal, state,
county, and local taxes owed by LBT for the period ending on the date of
that
balance sheet and for all prior periods, whether or not
disputed. There are no present disputes as to taxes of any nature
payable by LBT.
Minutes
Complete. The minutes of LBT are a complete and accurate record
of all meetings of the members and managers of LBT and accurately reflect
all
actions taken at such meetings. The signatures on such minutes are
the valid signatures of LBT’s managers who were duly elected or appointed on the
dates that the minutes were signed by such persons.
Trade
Names and Rights. Exhibit 2.9 attached hereto and made a part
hereof lists all trademarks, trademark registrations or applications, trade
names, service marks, copyrights, copyright registrations or applications
which
are owned by LBT. No person other than LBT owns any trademark,
trademark registration or application, service mark, trade name, copyright,
or
copyright registration or application the use of which is necessary or
contemplated in connection with the operation of LBT’s business.
Contracts
and Leases. Exhibit 2.10 attached hereto and made a part hereof
contains a summary of the provisions of all material contracts, leases, and
other agreements of LBT presently in existence or which have been agreed
to by
LBT (whether written or oral). Except as disclosed on Exhibit 2.6,
LBT is not in default under of these agreements or leases.
Insurance
Policies. Exhibit 2.11 to this Agreement is a description of all
insurance policies held by LBT concerning its business and
properties. All these policies are in the respective principal
amounts set forth in Exhibit 2.11 and are in full force and effect.
Compliance
with Laws. LBT has complied with, and is not in violation of,
applicable federal, state, or local statutes, laws, and regulations affecting
its properties or the operation of its business, including but not limited
to
applicable federal and state securities laws. Except as described on
Exhibit 2.12, LBT does not have any employee benefit plan which is subject
to
the provisions of the Employee Retirement Income Security Act of
1974.
Litigation. LBT
is not a party to any suit, action, arbitration, or legal, administrative,
or
other proceeding, or governmental investigation pending or, to the actual
knowledge of any of the three executive officers of LBT, threatened, against
or
affecting LBT or its business, assets, or financial condition. LBT is
not in default with respect to any order, writ, injunction, or decree of
any
federal, state, local, or foreign court, department, agency, or
instrumentality. LBT is not engaged in any legal action to recover
moneys due to LBT or damages sustained by LBT.
Ability
to Carry Out Obligations. Subject to the approval of its
shareholders, LBT has the right, power, and authority to enter into, and
perform
its obligations under, this Agreement. The execution and delivery of
this Agreement by LBT and the performance by LBT of its obligations hereunder
will not cause, constitute, or conflict with or result in (a) any breach
or
violation or any of the provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, articles of organization, or other
agreement or instrument to which LBT is a party, or by which it may be bound,
nor will any consents or authorizations of any party other than those hereto
be
required, (b) an event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any indebtedness
or
other obligation of LBT, or (c) an event that would result in the creation
or
imposition or any lien, charge, or encumbrance on any asset of LBT or would
create any obligation for which LBT would be liable, except as contemplated
by
this Agreement.
Full
Disclosure. None of representations and warranties made by LBT,
or in any certificate or memorandum furnished or to be furnished by LBT,
or on
its behalf, contains or will contain any untrue statement of material fact,
or
omit any material fact the omission of which would be misleading. LBT has
disclosed to Springbank all reasonably foreseeable contingencies which, if
such
contingencies transpired, would have a material adverse effect on LBT’s
business.
Assets. Except
as disclosed in Exhibit 2.4 LBT has good and marketable title to all of its
property.
SPRINGBANK
REPRESENTS AND WARRANTS TO LBT THAT:
Organization. Springbank
is a corporation duly organized, validly existing, and in good standing under
the laws of Nevada, has all necessary corporate powers to own its properties
and
to carry on its business as now owned and operated by it, and is duly qualified
to do business and is in good standing in each of the states where its business
requires qualification, except in those states where the failure to be so
qualified would not have a material adverse effect on Springbank.
Directors
and Officers. Exhibit 2.18 to this Agreement
contains: (i) the names and titles of all directors and officers of
Springbank and all persons whose compensation from Springbank as of the date
of
this Agreement will equal or its expected to equal or exceed, at an annual
rate,
the sum of $1,000; (ii) the name and address of each bank with which Springbank
has an account or safety deposit box, the identification number thereof,
and the
names of all persons who are authorized to draw thereon or have access thereto;
and (iii) the names of all persons who have a power of attorney from Springbank
and a true copy of each such Power of Attorney.
Capital. The
authorized capital stock of Springbank consists of 100,000,000 shares of
common
stock and 10,000,000 shares of preferred stock. Springbank’s
shareholder list as of August 28, 2007 is attached as Exhibit
2.19. Immediately prior to closing 4,337,500 shares of Springbank’s
common stock will be issued and outstanding. All of the shares are
validly issued, fully paid, and non-assessable. At closing, there
will be no outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating Springbank to issue
or
to transfer from treasury any additional shares of its capital stock of any
class except as reflected on Exhibit 2.19.
Financial
Statements. Exhibit 2.20 to this Agreement contains the balance
sheets of Springbank as of May 31, 2007, and the related statements of income
and retained earnings for the period then ended. The financial
statements have been prepared in accordance with generally accepted accounting
principles consistently followed by Springbank throughout the periods indicated,
and fairly present the financial position of Springbank as of the dates of
the
balance sheets included in the financial statements, and the results of its
operations for the periods indicated.
Absence
of Changes. Since May 31, 2007, there has not been any change in
the financial condition or operations of Springbank, except (i) changes in
the
ordinary course of business, which changes have not in the aggregate been
materially adverse, and (ii) changes disclosed on Exhibit 2.21.
Absence
of Undisclosed Liabilities. Springbank does not have any debt,
liability, or obligation of any nature, whether accrued, absolute, contingent,
or otherwise, and whether due or to become due, that is not reflected on
Exhibit
2.20.
Tax
Returns. Within the times and in the manner prescribed by law,
Springbank has filed all federal, state, and local tax returns required by
law
and has paid all taxes, assessments, and penalties due and payable, except
where
the failure to file and/or pay would not have a material adverse effect on
Springbank. No federal income tax returns of Springbank have been
audited by the Internal Revenue Service or Revenue Canada. The
provision for taxes, if any, reflected in Springbank’s balance sheet as of May
31, 2007, is adequate for any and all federal, state, county, and local taxes
owed by Springbank for the period ending on the date of that balance sheet
and
for all prior periods, whether or not disputed. There are no present
disputes as to taxes of any nature payable by Springbank.
Minutes
Complete. The minutes of Springbank are a complete and accurate
record of all meetings of the shareholders and directors of Springbank and
accurately reflect all actions taken at such meetings. The signatures
of the directors and/or officers on such minutes are the valid signatures
of
Springbank’s directors and/or officers who were duly elected or appointed on the
dates that the minutes were signed by such persons.
Trade
Names and Rights. Exhibit 2.25 attached hereto and made a part
hereof lists all trademarks, trademark registrations or applications, trade
names, service marks, copyrights, copyright registrations or applications
which
are owned by Springbank. No person, other than Springbank, will own
any trademark, trademark registration or application, service mark, trade
name,
copyright, or copyright registration or application the use of which is
necessary or contemplated in connection with the operation of the business
of
Springbank, as such business is to be conducted after the closing of this
transaction.
Contracts
and Leases. Exhibit 2.26 attached hereto and made a part hereof
contains a summary of the provisions of all material contracts, leases, and
other agreements of Springbank presently in existence or which have been
agreed
to by Springbank (whether written or oral). Except as noted on
Exhibit 2.26, Springbank is not in default under any of these agreements
or
leases.
Insurance
Policies. Exhibit 2.27 to this Agreement is a description of all
insurance policies held by Springbank concerning its business and
properties. All these policies are in the respective principal
amounts set forth in Exhibit 2.27 and are in full force and effect.
Compliance
with Laws. Springbank has complied with, and is not in violation
of, applicable federal, state, provincial, or local statutes, laws, and
regulations affecting its properties or the operation of its business, including
but not limited to federal and state or provincial securities
laws. Springbank does not have any employee benefit plan which is
subject to the provisions of the Employee Retirement Income Security Act
of 1974
or any similar law of Canada or any province thereof. Springbank has
filed with the Securities and Exchange Commission (“SEC”) and any applicable
state or provincial securities agency, all required forms, reports, schedules,
statements and other documents (collectively, the “SEC
Documents”). The SEC Documents filed by Springbank, including without
limitation any financial statements or schedules included therein, at the
time
filed, (a) did not contain any untrue statement of a material fact or omit
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; and (b) complied in all material respects with applicable
federal, state or provincial securities laws, as the case may be, and the
rules
and regulations of the SEC and any applicable state or provincial securities
agency. The financial statements of Springbank included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and with the published rules and regulations of the
SEC
with respect thereto, were prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the period involved
(except as may be indicated in the notes thereto) and fairly presented (subject,
in the case of the unaudited statements, to normal year-end audit adjustments)
the consolidated financial position of Springbank as of the dates thereof
and
the consolidated results of its operations and cash flows for the periods
then
ended.
Litigation. Other
than as disclosed on Exhibit 2.29, Springbank is not a party to any suit,
action, arbitration, or legal, administrative, or other proceeding, or
governmental investigation pending or, to the best knowledge of Springbank
threatened, against or affecting Springbank or its business, assets, or
financial condition. Springbank is not in default with respect to any
order, writ, injunction, or decree of any federal, state, local, or foreign
court, department, agency, or instrumentality. Springbank is not
engaged in any legal action to recover moneys due to it or damages sustained
by
it other than as disclosed on Exhibit 2.29.
Ability
to Carry Out Obligations. Springbank has, or by the closing will
have, the right, power, and authority to enter into, and perform its obligations
under, this Agreement. The execution and delivery of this Agreement
by Springbank and the performance by Springbank of its obligations hereunder
will not cause, constitute, or conflict with or result in (a) any breach
or
violation or any of the provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, articles of incorporation, by-law,
or
other agreement or instrument to which Springbank is a party, or by which
it may
be bound, nor will any consents or authorizations of any party other than
those
hereto be required, (b) an event that would permit any party to any agreement
or
instrument to terminate it or to accelerate the maturity of any indebtedness
or
other obligation of Springbank, or (c) an event that would result in the
creation or imposition or any lien, charge, or encumbrance on any asset of
Springbank or would create any obligations for which Springbank would be
liable,
except as contemplated by this Agreement.
Full
Disclosure. None of representations and warranties made by
Springbank, or in any certificate or memorandum furnished or to be furnished
by
Springbank, or on its behalf, contains or will contain any untrue statement
of
material fact, or omit any material fact the omission of which would be
misleading. Springbank has disclosed to LBT all reasonably foreseeable
contingencies which, if such contingencies transpired, would have a material
adverse effect on Springbank.
Assets. Springbank
has good and marketable title to all of its property.
SHAREHOLDER
REPRESENTATIONS
Each
shareholder of LBT represents to Springbank that the shareholder has the
right,
power, and authority to enter into, and perform the shareholder’s obligations
under this Agreement. The execution and delivery of this Agreement by
such shareholder and the delivery by such shareholder of the common stock
in LBT
pursuant to Article I will not cause, constitute, or conflict with or result
in
any breach or violation or any of the provisions of or constitute a default
under any license, indenture, mortgage, charter, instrument, or agreement
to
which the shareholder is a party, or by which the shareholder may be bound,
nor
will any consents or authorizations of any party, other than each shareholder,
be required. Each shareholder of LBT represents and warrants to
Springbank that the common stock of LBT that such shareholder will deliver
at
closing will be free of any liens or encumbrances.
Each
shareholder of LBT understands that the shares being acquired from Springbank
represent restricted securities as that term is defined in Rule l44 of the
SEC. Each shareholder of LBT represents and warrants that such
shareholder will be acquiring the common stock of Springbank for investment
purposes only and not with a view to any resale or distribution of such
stock.
Each
shareholder of LBT represents to Springbank that such shareholder is an
“accredited investor” as that term is defined in Regulation D promulgated by the
SEC, and that such shareholder will have reviewed prior to the closing a
disclosure memorandum prepared by Springbank in accordance with Section 6.5(c)
of this Agreement. Each shareholder of LBT represents to Springbank
that the shareholder is not relying on Springbank or any officer, director,
employee, attorney, accountant or agent of Springbank with respect to the
tax
consequences of the transactions contemplated by this Agreement.
OBLIGATIONS
BEFORE CLOSING
Investigative
Rights. From the date of this Agreement until the date of
closing, each party shall provide to the other party, and such other party’s
counsel, accountants, auditors, and other authorized representatives, full
access during normal business hours to all of each party’s properties, books,
contracts, commitments, records and correspondence and communications with
regulatory agencies for the purpose of examining the same. Each party
shall furnish the other party with all information concerning each party’s
affairs as the other party may reasonably request.
Conduct
of Business. Prior to the closing, and except as contemplated by
this Agreement, each party shall conduct its business in the normal course,
and
shall not sell, pledge, or assign any assets, without the prior written approval
of the other party, except in the regular course of business. Except
as contemplated by this Agreement, neither Springbank nor LBT will amend
its
Articles of Incorporation or by-laws, declare dividends, redeem, sell or
issue
stock, or other securities, incur additional or newly-funded material
liabilities, acquire or dispose of fixed assets, change senior management,
change employment terms, enter into any material or long-term contract,
guarantee obligations of any third party, settle or discharge any balance
sheet
receivable for less than its stated amount, pay more on any liability than
its
stated amount, or enter into any other transaction other than in the regular
course of business. Notwithstanding the above, Springbank will, prior
to closing, dispose of all of its assets. Prior to October 31, 2007
neither Springbank nor LBT will enter into any discussions or agreements
with
any other person relating to any acquisition, merger, or similar transaction
involving Springbank or LBT.
CONDITIONS
PRECEDENT TO PERFORMANCE BY SPRINGBANK
Conditions. Springbank’s
obligations hereunder shall be subject to the satisfaction, at or before
the
Closing, of all the conditions set forth in this Article
V. Springbank may waive any or all of these conditions in whole or in
part without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by Springbank of any other condition of or any
of
Springbank’s other rights or remedies, at law or in equity, if LBT shall be in
default of any of its representations, warranties, or covenants under this
agreement.
Accuracy
of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by LBT in this Agreement or
in any
written statement that shall be delivered to Springbank by LBT under this
Agreement shall be true on and as of the closing date as though made at those
times.
Performance. LBT
shall have performed, satisfied, and complied with all covenants, agreements,
and conditions required by this Agreement to be performed or complied with
by
it, on or before the closing. LBT shall have obtained all necessary
consents and approvals necessary to consummate the transactions contemplated
hereby.
Absence
of Litigation. No action, suit, or proceeding before any court or
any governmental body or authority, pertaining to the transaction contemplated
by this agreement or to its consummation, shall have been instituted or
threatened on or before the closing.
Other. In
addition to the other provisions of this Article V, Springbank’s obligations
hereunder shall be subject to the satisfaction, at or before the Closing,
of the
following:
The
financial statements of LBT as of August 31, 2006 will have been audited
by an
accounting firm satisfactory to Springbank.
Each
shareholder of LBT will have executed and delivered to Springbank a subscription
agreement in a form customarily used in private placements of securities
to
offerees that include non-accredited investors.
All
required consents as listed on Exhibit 5.5(c) hereof have been
obtained.
CONDITIONS
PRECEDENT TO PERFORMANCE BY LBT
Conditions. LBT’s
obligations hereunder shall be subject to the satisfaction, at or before
the
Closing, of the conditions set forth in this Article VI. LBT may
waive any or all of these conditions in whole or in part without prior notice;
provided, however, that no such waiver of a condition shall constitute a
waiver
by LBT of any other condition of or any of LBT’s other rights or remedies, at
law or in equity, if Springbank shall be in default of any of its
representations, warranties, or covenants under this agreement.
Accuracy
of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Springbank in this Agreement
or
in any written statement that shall be delivered to LBT by Springbank under
this
Agreement shall be true on and as of the closing date as though made at those
times.
Performance. Springbank
shall have performed, satisfied, and complied with all covenants, agreements,
and conditions required by this Agreement to be performed or complied with
by
it, on or before the closing. Springbank shall have obtained all
necessary consents and approvals necessary to consummate the transactions
contemplated hereby.
Absence
of Litigation. No action, suit, or proceeding before any court or
any governmental body or authority, pertaining to the transaction contemplated
by this agreement or to its consummation, shall have been instituted or
threatened on or before the closing.
Other. In
addition to the other provisions of this Article VI, LBT’s obligations hereunder
shall be subject to the satisfaction, at or before the Closing, of the
following:
Springbank’s
liabilities at closing will not exceed $100.
Springbank
will have disposed of all of its assets.
Springbank
shall have prepared and delivered to all shareholders of LBT a disclosure
memorandum in compliance with Rule 502(b) of Regulation D promulgated by
the SEC
suitable for use in a situation where accredited investors are
offerees.
Springbank
will be qualified to do business in California.
CLOSING
Closing. The
closing of this transaction shall be held at the offices of LBT. Unless the
closing of this transaction takes place before October 31, 2007, then either
party may terminate this Agreement without liability to the other party,
except
as otherwise provided in Section 9.1. At the closing, the following
documents, in form reasonably acceptable to counsel to the parties or as
set
forth herein, shall be delivered:
By
LBT:
An
officer’s certificate, dated the closing date, that all representations,
warranties, covenants, and conditions set forth in this Agreement on behalf
of
LBT are true and correct as of, or have been fully performed and complied
with
by, the closing date.
By
Springbank:
An
officer’s certificate, dated the closing date, that all representations,
warranties, covenants, and conditions set forth in this Agreement on behalf
of
Springbank are true and correct as of, or have been fully performed and complied
with by, the closing date, and
Copies
of
directors’ resolutions approving the transactions contemplated in this
Agreement.
Exchange
of Securities. On the closing date, each share of LBT then issued
and outstanding will be exchanged for the fully paid and nonassessable shares
of
Springbank in accordance with Exhibit A to this Agreement.
Directors. At
the closing of this Agreement, Springbank will cause David Morse, Joseph
Scalisi
and Desiree Mejia to be appointed directors of Springbank. Following
such appointment, all present officers and directors of Springbank will
resign.
REMEDIES
Arbitration. Any
controversy or claim arising out of, or relating to, this Agreement, or the
making, performance, or interpretation thereof, shall be settled by arbitration
in Orange County, California, in accordance with the rules of the American
Arbitration Association then existing, and judgment on the arbitration award
may
be entered in any court having jurisdiction over the subject matter of the
controversy.
Costs. (i)
Each party will bear its own costs of and incidental to the preparation and
execution of this Agreement; (ii) if any legal action or any arbitration
or
other proceeding is brought for the enforcement of this Agreement, or because
of
an alleged dispute, breach, default, or misrepresentation in connection with
any
of the provisions of this Agreement, the successful or prevailing party or
parties shall be entitled to recover reasonable attorney’s fees and other costs
incurred in that action or proceeding, in addition to any other relief to
which
it or they may be entitled.
Termination. In
addition to the other remedies, Springbank or LBT may on or prior to the
closing
date terminate this Agreement, without liability to the other
party:
If
any
bona fide action or proceeding shall be pending against Springbank or LBT
on or
before the closing date that could result in an unfavorable judgment, decree,
or
order that would prevent or make unlawful the carrying out of this Agreement
or
if any agency of any federal, state or provincial government shall have objected
at or before the closing date to this acquisition or to any other action
required by or in connection with this Agreement;
If
the
legality and sufficiency of all steps taken and to be taken by each party
in
carrying out this Agreement shall not have been approved by the counsel to
Springbank and LBT.
If
a
party breaches any representation, warranty, covenant or obligation of such
party set forth herein and such breach is not corrected within ten days of
receiving written notice from the other party of such breach.
MISCELLANEOUS
Captions
and Headings. The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be
deemed
to define, limit, or add to the meaning of any provision of this
Agreement.
No
Oral Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but only by an agreement
in
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
Non-Waiver. Except
as otherwise expressly provided herein, no waiver of any covenant, condition,
or
provision of this Agreement shall be deemed to have been made unless expressly
in writing and signed by the party against whom such waiver is charged; and
(i)
the failure of any party to insist in any one or more cases upon the performance
of any of the provisions, covenants, or conditions of this Agreement or to
exercise any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants, or conditions,
(ii) the acceptance of performance of anything required by this Agreement
to be
performed with knowledge of the breach or failure of a covenant, condition,
or
provision hereof shall not be deemed a waiver of such breach or failure,
and
(iii) no waiver by any party of one breach by another party shall be construed
as a waiver with respect to any other or subsequent breach.
Time
of Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
Entire
Agreement. This Agreement (including all Exhibits) contains the
entire Agreement and understanding between the parties hereto, and supersedes
all prior agreements, understandings and the letters of intent between the
parties.
Governing
Law. This Agreement and its application shall be governed by the
laws of Nevada without regard to its conflict of laws rules.
Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
Notices. All
notices, requests, demands, and other communications under this Agreement
shall
be in writing and shall be deemed to have been duly given on the date of
service
if served personally on the party to whom notice is to be given, or on the
third
business day after mailing if mailed to the party to whom notice is to be
given,
by first class mail, registered or certified, postage prepaid, and properly
addressed as follows:
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If
to Springbank
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Suite
150, 1300 8th Street, S.W.
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Calgary,
Alberta, Canada T2R 1B2
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If
to LBT
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4989
E. La Palma Avenue
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Attention: David
Morse
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Binding
Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each
of
the parties to this Agreement.
Mutual
Cooperation. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary
or
convenient to effect the transaction described herein. Neither party
will intentionally take any action, or omit to take any action, which will
cause
a breach of such party’s obligations pursuant to this Agreement.
Expenses. Each
of the parties hereto agrees to pay all of its own expenses (including without
limitation, attorneys’ and accountants’ fees) incurred in connection with this
Agreement, the transactions contemplated herein and negotiations leading
to the
same and the preparations made for carrying the same into
effect. Each of the parties expressly represents and warrants that no
finder or broker has been involved in this transaction and each party agrees
to
indemnify and hold the other party harmless from any commission, fee or claim
of
any person, firm or corporation employed or retained by such party (or claiming
to be employed or retained by such party) to bring about or represent such
party
in the transactions contemplated by this Agreement.
AGREED
TO
AND ACCEPTED as of the date first above written.
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SPRINGBANK
RESOURCES, INC. |
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/s/
Philip Frank
Grey
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Name: Philip
Frank
Grey
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Title: Secretary/Treasurer/CFO
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LOCATION
BASED TECHNOLOGIES CORP.
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/s/
David
Morse
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David
Morse,
President
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SHAREHOLDERS
OF LOCATION BASED TECHNOLOGIES, CORP. |
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/s/
Richard
Ramsay
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Richard
Ramsay
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/s/
Brooks
Secrest
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Brooks
Secrest
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/s/
Daniel
King
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Daniel
King
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/s/
Joseph
Scalisi
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Joseph
Scalisi
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/s/
David M.
Morse
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David
M.
Morse
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/s/
Desiree
Mejia
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Desiree
Mejia
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Harry
ross Industries |
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/s/
Gregory
Harrison
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Name: Gregory
Harrison
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Title Partner |
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/s/
Richard
Boyer
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Richard
Boyer
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/s/
James R.
Hadlock
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James
R.
Hadlock
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/s/
Michael
Tomasello
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Michael
Tomasello
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/s/
David M.
Morse, Jr.
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David
M. Morse,
Jr.
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/s/
Leigh
Guarnieri
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Leigh
Guarnieri
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The
Morse 1998 Family Trust |
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/s/
David M.
Morse
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David
M. Morse,
Trustee
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