Blueprint





  Exhibit
10.1







AGREEMENT
OF SECURITIES EXCHANGE AND PLAN OF REORGANIZATION BETWEEN
INTERACTIVE MULTI-MEDIA AUCTION CORPORATION AND STOP SLEEP GO
LIMITED, DATED AS OF OCTOBER 28, 2016


 


 


 



AGREEMENT OF SECURITIES EXCHANGE AND


 



PLAN OF REORGANIZATION


 


between


 



INTERACTIVE MULTI-MEDIA AUCTION CORPORATION


 


and


 



STOP SLEEP GO LIMITED


 



Dated as of October 28, 2016


 


  


 


 


iv


 




 








 






 


THIS
AGREEMENT OF SECURITIES EXCHANGE AND PLAN OF REORGANIZATION (this
“Agreement”) is made and entered into as of the 28th
day of October, 2016, by and between Interactive Multi-Media
Auction Corporation, a British Virgin Islands corporation (the
“Purchaser” or “IMA”) and Stop Sleep Go
Limited, a limited company incorporated in England and Wales with
company number 08159151 (the “Company”).


 



RECITALS


 


A.           Purchaser
is a company whose common stock is quoted and traded in the
United States on the Pink Sheets under the trading symbol
IMMA.


 


B.           The
Company has an aggregate of 129,606 ordinary shares issued and
outstanding (“SSG Common Stock”), with no outstanding
options or warrants to purchase any further amount of shares of SSG
Common Stock


 


C.           The
Board of Directors of the Company and the Board of Directors of the
Purchaser have approved the terms of this Agreement, which include
the offer by the Purchaser of 64,803,000 shares of its restricted
common stock (the “Exchange Shares”) to be issued to
all of the shareholders of the Company in exchange for their shares
of Company Capital Stock (the “Share
Exchange”).


 


D.           
Given the Offer has now been accepted by shareholders of the
Company holding, in the aggregate, at least seventy-five percent
(75%) of the Company’s issued and outstanding shares of
Company Capital Stock, then subject to the other conditions to
Closing set forth in this Agreement, the Securities Exchange will
be consummated.


 


E.       
    Following the Securities Exchange, the
Company will be a subsidiary of the Purchaser.


 


F.           For
U.S. Federal income tax purposes the exchange of shares hereunder
may be a tax-free exchange or reorganization, or a taxable exchange
of shares, depending on a number of factors.


 


G.           It
is the intention of the parties that the Securities Exchange shall
qualify as a transaction in securities exempt from registration or
qualification under the Securities Act of 1933, as amended (the
“Securities Act”).


 


1



 







 






 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements
and the benefits to be realized by each of the parties, the
following transactions are hereby agreed to, subject to the
conditions hereinafter stated:


 



ARTICLE 1 - THE OFFER


 


          
    Section
1.1            Offer.


 


(a)           Provided
that this Agreement shall not have been terminated in accordance
with Section 8.1 hereof the Purchaser shall commence the Offer
as promptly as reasonably practicable after the date hereof
..


 


(b)          The
Offer was formally presented by the Company on behalf of the
Purchaser to the Company’s shareholders at a minimum of 20
days prior to the execution and closing date of this
Agreement.


 


(c)          The
Offer has been made to the Company on the basis of 500 shares of
IMA Common Stock (as defined in Section 4.2) in exchange for each
one (1) share of Company Capital Stock.


  


(d)          The
Offer has now been deemed accepted by a minimum of 75% of the
Company’s shareholders as of the date of signing and closing
should no contestation have been so presented by any of the Company
shareholders prior to this date.


 


(e)          The
obligation of the Purchaser to accept for payment and pay for
shares of Company Capital Stock shall be subject to the
satisfaction of the condition that there be validly tendered and
not withdrawn prior to the expiration of the Offer that number of
shares of SSG Common Stock that represents at least 75% of the then
outstanding shares of SSG Common Stock and to the satisfaction or
waiver by the Purchaser of the other conditions set forth
herein.


 


(f)          In
the event the Purchaser should receive valid acceptances of the
Company’s shareholders holding at least 90% of the
Company’s Capital Stock then it shall exercise its right in
accordance with sections 974 to 991 of the Companies Act 2006
(enacted in the United Kingdom) to compulsorily acquire the
remaining 10% of the Company’s Capital Stock on the same
terms as the Offer.


 


(g)          The
Company agrees that no shares of the Company’s Capital Stock
held by the Company or any of its Subsidiaries (as defined in
Section 9.11 hereof) will be tendered to the Purchaser
pursuant to the Offer.


 


2



 







 






 


(h)           Subject
to the terms of the Offer and this Agreement and the satisfaction
or earlier waiver of all the conditions of the Offer set forth
hereto, the Purchaser shall accept for payment and pay for all
shares of Company Capital Stock validly tendered and not withdrawn
pursuant to the Offer as soon as it is permitted to do so under
applicable law.


 


       
       Section
1.2            Company
Actions.


 


(a)          The
Company has adopted resolutions approving and consenting to the
Offer and represents and warrants that the Company’s Board of
Directors, at a meeting duly called and held, has unanimously
(i) resolved that the terms of the Offer and the Securities
Exchange are in the best interests of the shareholders of the
Company, (ii) approved this Agreement and approved the
transactions contemplated hereby, including the Offer and the
Securities Exchange and (iii) resolved to recommend that the
shareholders of the Company accept the Offer and tender their
shares of Company Capital Stock to the Purchaser
thereunder.


 


3



 







 






 


(b)          The
Company has promptly furnished the Purchaser, all of the
Company’s shareholders and security position listings of
shares of Company Capital Stock held as set out in the
Company’s register of members together with all other
available listings and computer files containing names, addresses
and security position listings, such list as included here as
EXHIBIT A.  The Company shall furnish the Purchaser with
such additional information, including, without limitation, updated
listings and computer files of shareholders, mailing labels and
security position listings, and such other assistance as Parent,
the Purchaser or their agents may reasonably additionally
require.


 


(c)          Subject
to the requirements of applicable law, and except for such steps as
are necessary to disseminate the Offer Documents and any other
documents necessary to consummate the Offer and the Purchaser shall
hold in confidence the information contained in such labels,
listings and files, shall use such information solely in connection
with the Offer, and, if this Agreement is terminated in accordance
with Section 8.1 or if the Offer is otherwise terminated,
shall promptly deliver or cause to be delivered to the Company all
copies of such information, labels, listings and files then in
their possession or in the possession of their agents or
representatives.


 



ARTICLE II - THE SECURITIES EXCHANGE


 


Section
2.1            The
Securities Exchange.


 


(a)          Upon
the terms and subject to the conditions hereof, at the execution of
this Agreement and thereby the Closing,, the shareholders of the
Company who have accepted the Offer will be deemed to have
transferred to the Purchaser their shares of Company Capital Stock,
and the Purchaser shall be deemed to have issued to each
shareholder of the Company so-transferring their shares in the
Company, the number of fully-paid and nonassessable shares of IMA
Common Stock necessary to permit the Share Exchange to be effected
on the basis of 500 shares of IMA Common Stock for each
one (1.0) share of Company Capital Stock, as further defined
in EXHIBIT A hereto.  No fractional shares of IMA Common
Stock will be issued.  In lieu of issuing fractional
shares of IMA Common Stock to any of the Company’s
shareholders, the number of shares of IMA Common Stock issuable any
holder of the Company Capital Stock who would otherwise receive a
fractional share of IMA Common Stock will be rounded up to the
nearest whole share.


 


(b)          Subject
to compliance with Section 2.4(b), the Purchaser shall issue and
deliver certificates, and or evidence of such issuance of
certificates then to held in BOOK form on the records of the
Purchaser’s independent third-party Share Transfer Agent,
such number of shares individually or collectively representing the
total number of shares of IMA Common Stock for which shares of the
Company Capital Stock are exchanged pursuant to the
Offer.


 


 


4



 







 






 


(c)          The
Purchaser represents and warrants that it is not required under
British Virgins Islands law to submit this Agreement or the
transactions contemplated thereby to its shareholders for
approval.


 


(f)          The
Exchange Shares have not been and will not be registered under the
Securities Act or the securities laws of any state or states in
reliance upon exemptions from the Securities Act’s
registration requirements and state law registration requirements
as set forth below:


 


(i)      
     Exchange Shares issuable to U.S.
Persons.  Exchange Shares issuable to holders of
Company Capital Stock, respectively, who are resident in the U.S.
or otherwise defined as “U.S. Persons” in Regulation S
under the Securities Act shall be issued in reliance upon the
exemptions from registration provided by Section 4(2) of the
Securities Act and/or Rule 506 of Regulation D under the Securities
Act and under analogous state securities laws, on the grounds that
the Securities Exchange does not involve any public offering. The
Exchange Shares issuable to U.S. Persons will be “restricted
securities” as that term is defined in Rule 144(a) of the
General Rules and Regulations under the Securities Act and must be
held indefinitely, unless they are subsequently registered under
the Securities Act or an exemption from the Securities Act’s
registration requirements is available for their
resale.  The prior written consent of the Company will be
necessary for any transfer of any or all of the Exchange Shares,
unless the shares have been duly registered under the Securities
Act or the transfer is made in accordance with Rule 144 or other
available exemption under the Securities Act.  All
certificates evidencing the Exchange Shares issued to U.S. Persons
shall, unless and until removed in accordance with law, bear a
restrictive legend substantially in the following
form:


 


“The
securities represented by this Certificate have not been registered
under the Securities Act of 1933, as amended (the
“Act”), and are “restricted securities” as
that term is defined in Rule 144 under the Act.  These
securities may not be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement
under the Act, or pursuant to an exemption from registration under
the Act.”


 


5



 







 






 


(ii)           Exchange
Shares Issuable to Non-U.S. Persons.  Exchange
Shares issuable to holders of Company Capital Stock, who are not
resident in the United States of America or otherwise “U.S.
Persons” shall be issued in reliance upon the exemption from
registration provided by Regulation S under the Securities Act, on
the grounds that the issuance and delivery of the Exchange Shares,
as applicable, to such persons does not involve the sale of a
security within the meaning of Section 5 of the Securities
Act.  The Exchange Shares issuable to non-U.S. Persons
will be “restricted securities” as defined in Rule 902
of Regulation S and may not be resold in the United States of
America or to any U.S. Person during the six-month
“distribution compliance period” following the
Closing.  Any resales of Exchange Shares in the United
States of America or to a U.S. Person following expiration of such
period must be made pursuant to registration under the Securities
Act or pursuant to an available exemption from the Securities
Act’s registration requirements.  Any hedging
transactions involving Exchange Shares must be conducted in
compliance with the Securities Act.  All certificates
evidencing the Exchange Shares issued to non-U.S. Persons shall,
unless and until removed after expiration of the distribution
compliance period, bear a restrictive legend substantially in the
following form:


 


“The
securities evidenced by this certificate and any underlying common
shares have not been registered under the U.S. Securities Act of
1933 (“Act”) but have been offered and sold in reliance
upon Regulation S under the Act.  Transfer of these
securities is prohibited except in accordance with the provisions
of Regulation S, pursuant to registration under the Act, or
pursuant to an exemption from registration under the
Act.  Any hedging transactions involving these securities
may not be conducted unless in compliance with the
Act.”


 


         
     Section
2.2            Closing.


 


The
closing of the Securities Exchange (the “Closing”) will
take place as at date of the execution of this Agreement by both
parties, unless another time or date, or both, are agreed to in
writing by the parties hereto.  


 


       
       Section
2.3            Effectiveness.


 


The
Securities Exchange shall be effective upon the
Closing.


 


Section
2.4            Exchange
of Company Certificates.


 


 


6



 







 






 


(a)          Promptly
after the Closing Date, the Purchaser, and/or its duly appointed
Exchange Agent, shall cause to be mailed to each shareholder of the
Company that has accepted the Offer, as of the Closing Date, a
letter of transmittal and instructions for use in effecting the
surrender of the certificates representing shares of Company
Capital Stock (the “Company Certificates”) in exchange
for IMA Common Stock.  Upon surrender of a Company
Certificate for cancellation to the Exchange Agent or to such other
agent or agents reasonably acceptable to the Company as may be
appointed by the Purchaser, together with such letter of
transmittal, properly completed and duly executed in accordance
with the instructions thereto, the holder of such Company
Certificate shall be entitled to receive in exchange therefor the
applicable number of shares of IMA Common Stock (based on the
conversion ratio set forth in Section 2.1(a)) for each share of
Company Capital Stock represented by such Company Certificate, and
the shares of Company Capital Stock represented by such Company
Certificate so surrendered shall be transferred to the
Purchaser.  The Purchaser reserves the right for certain
U.S. federal income tax purposes, subject to the Company’s
consent, to make a cash payment to any tendering Company
shareholder in lieu of IMA Common Stock for any part of the Company
Capital Stock tendered, but such cash consideration shall not
exceed $5,000 dollars in total.  This cash consideration
may or may not be provided pro rata to exchanging Company
shareholders, as determined by the parties for administrative
convenience.  If the shares of IMA Common Stock are to be
issued in the name of a Person other than the Person in whose name
the surrendered Company Certificate is registered, it shall be a
condition of issuance that instructions to that effect shall be
delivered to the Exchange Agent with the Company Certificate and
that the Person requesting such issuance shall have paid all
transfer and other Taxes required by reason of the issuance to a
Person other than the registered holder of the Company Certificate
surrendered or shall have established to the satisfaction of the
Purchaser that such Tax either has been paid or is not
applicable.  Until surrendered as contemplated by this
Section 2.4(b), each Company Certificate held by a shareholder
of the Company that has accepted the Offer shall be deemed after
the Closing Date to represent only the right to receive the shares
of IMA Common Stock (based on the conversion ratio set forth in
Section 2.1(a)) for each share of Company Capital Stock as
contemplated by this Section 2.4(b).


 


          
    (b)         In
the event any Company Certificates shall have been lost, stolen or
destroyed, then upon the making of an affidavit of that fact by the
Person claiming such Company Certificate(s) to be lost, stolen or
destroyed and, if required by the Purchaser, the posting by such
Person of a bond in such sum as the Purchaser may reasonably direct
as indemnity against any claim that may be made against it with
respect to such Company Certificate(s), the Exchange Agent will
issue the IMA Common Stock pursuant to Section 2.4(b)
deliverable in respect of the shares of Company Capital Stock
represented by such lost, stolen or destroyed Company
Certificates.


 



ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE
COMPANY


 


Except
as set forth on the schedule delivered by the Company to the
Purchaser prior to the execution and delivery of this Agreement
(the “Company Disclosure Schedule”), the Company
represents and warrants to the Purchaser that all of the statements
contained in this Article III are true and correct as of the
date of this Agreement (or, if made as of a specified date, as of
such date), and will be true and correct as of the Closing Date as
though made on the Closing Date.  Matters disclosed in
the Company Disclosure Schedule pursuant to any Section thereof
shall be deemed to be disclosed on each of the other Sections of
the Company Disclosure to the extent the applicability of the
disclosure to such other Section is reasonably inferable from the
disclosure made.


 


7



 







 






 


       
       Section
3.1            Organization,
Qualification, Etc.


 


(a)          The
Company is a corporation duly organized, validly existing and in
good standing under the laws of the England and Wales, and has the
corporate power and authority required for it to own its properties
and assets and to carry on its business as it is now being
conducted.  The Company is duly qualified to do business
and is in good standing in each jurisdiction in which the ownership
of its properties or the conduct of its business requires such
qualification, except for jurisdictions in which the failure to be
so qualified or in good standing would not, individually or in the
aggregate, be reasonably expected to have a Material Adverse Effect
(as defined in Section 9.11) on the Company.  The
Company has delivered or made available to the Purchaser copies of
the incorporation documents of the Company.  Such
incorporation documents are complete and correct and in full force
and effect, and the Company is not in violation of any of the
provisions of its charter documents.


 


(b)          Each
of/any of the Company’s Subsidiaries that may exist is a
corporation or other business entity duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation or organization.  Each of the
Company’s Subsidiaries (i) has the corporate or other
organizational power and authority required for it to own its
properties and assets and to carry on its business as it is now
being conducted and (ii) is duly qualified to do business and
is in good standing in each jurisdiction in which the ownership of
its properties or the conduct of its business requires such
qualification, except for jurisdictions in which the failure to be
so qualified or in good standing would not, individually or in the
aggregate, be reasonably expected to have a Material Adverse Effect
on the Company.  All the outstanding shares of capital
stock of, or other ownership interests in, the Company’s
Subsidiaries are duly authorized, validly issued, fully paid and
non-assessable and are owned by the Company or its Subsidiaries,
free and clear of all liens, claims, mortgages, encumbrances,
pledges, security interests, equities or charges of any kind (each,
a “Lien”).  All the outstanding shares of
capital stock of, or other ownership interests in, the
Company’s Subsidiaries are wholly owned by the Company,
directly or indirectly, except as set forth in the Company
Disclosure Schedule.  Other than the Subsidiaries listed
in Section 3.1 of the Company Disclosure Schedule, there are
no Persons (as defined in Section 9.11) in which the Company
owns, of record or beneficially, any direct or indirect equity or
similar interest or any right (contingent or otherwise) to acquire
the same.


 


Section
3.2            Capital
Stock.


 


(a)          As
of the date hereof, the issued capital stock of the Company
consists of 129,606 shares of SSG Common Stock..


 


8



 







 






 


(b)          Except
as disclosed on the Company Disclosure Schedule, all the
outstanding shares of the SSG Common Stock are duly authorized,
validly issued, fully paid and non-assessable.  Except as
set forth in paragraph (a) above and as listed on Section
3.2(a) of the Company Disclosure Schedule, and except for the
transactions contemplated by this Agreement, (1) there are no
shares of capital stock of the Company authorized, issued or
outstanding, (2) there are no authorized or outstanding
options, warrants, calls, preemptive rights, subscriptions or other
rights, agreements, arrangements or commitments of any character
obligating the Company or any of its Subsidiaries to issue,
transfer or sell or cause to be issued, transferred or sold any
shares of capital stock or other equity interest in the Company or
any of its Subsidiaries or securities convertible into or
exchangeable for such shares or equity interests, or obligating the
Company or any of its Subsidiaries to grant, extend or enter into
any such option, warrant, call, subscription or other right,
agreement, arrangement or commitment, and (3) there are no
outstanding contractual obligations of the Company or any of its
Subsidiaries to repurchase, redeem or otherwise acquire any capital
stock of the Company or any Subsidiary or to provide funds to make
any investment (in the form of a loan, capital contribution or
otherwise) in any Subsidiary (other than a Subsidiary that is
wholly owned, directly or indirectly, by the entity obligated to
provide such funds) or other entity.  No Subsidiary of
the Company owns any shares of Company Capital Stock.


 


           Section
3.3                Corporate
Authority Relative to this Agreement; No Violation.


 


(a)          The
Company has the corporate power and authority to enter into this
Agreement and to carry out its obligations
hereunder.  The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have
been duly and validly authorized by the Board of Directors of the
Company and, except for submitting the Offer to the Company’s
shareholders, no other corporate proceedings on the part of the
Company are necessary to authorize the consummation of the
transactions contemplated hereby.  This Agreement has
been duly and validly executed and delivered by the Company and,
assuming this Agreement constitutes a valid and binding agreement
of the Purchaser, constitutes a valid and binding agreement of the
Company, enforceable against the Company in accordance with its
terms.


 


(b)          None
of the execution, delivery or performance of this Agreement by the
Company, the consummation by the Company of the transactions
contemplated hereby or compliance by the Company with any of the
provisions hereof will (i) conflict with or result in any
breach of any provision of the charter documents of the Company or
any of its Subsidiaries, (ii) require any filing by the
Company or any of its Subsidiaries with, or permit, authorization,
consent or approval of, any federal, regional, state or local
court, arbitrator, tribunal, administrative agency or commission or
other governmental or other regulatory authority or agency, whether
U.S. or foreign (a “Governmental Entity”), (iii) except
as set forth in Section 3.3(b) of the Company Disclosure
Schedule, result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, amendment, cancellation or
acceleration) under, any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, lease, license, contract,
agreement or other instrument or obligation to which the Company or
any of its Subsidiaries is a party or by which any of them or any
of their properties or assets may be bound (the “Company
Agreements”), or (iv) violate any order, writ,
injunction, decree, judgment, permit, license, ordinance, law,
statute, rule or regulation applicable to the Company, any of its
Subsidiaries or any of their properties or assets, excluding from
the foregoing clauses (ii), (iii) and (iv) such filings,
permits, authorizations, consents, approvals, violations, breaches
or defaults that would not, individually or in the aggregate, be
reasonably expected to have a Material Adverse Effect on the
Company.


 


9



 







 






 


Section
3.4            Reports
and Financial Statements.


 


The
Company has previously furnished or otherwise made available to the
Purchaser true and complete copies of its consolidated financial
statements for the fiscal years ended 2015 & 2016 (the
“Company Financial Statements”).  The Company
Financial Statements (together with any related notes and
schedules) fairly present in all material respects the consolidated
financial position of the Company and its consolidated Subsidiaries
as of the dates thereof and the results of operations and cash
flows or other information included therein for the periods then
ended (subject, in the case of the draft financial statements, to
normal, recurring year-end adjustments), and were prepared in each
case in accordance with International Financial Reporting Standards
(“IFRS”) consistently applied during the periods
involved (except as otherwise disclosed in the notes
thereto).


 


           
   Section
3.5            No
Undisclosed Liabilities.


 


Except
as set forth in the most recent financials statements included in
the Company Financial Statements, neither the Company nor any of
its Subsidiaries has any liabilities or obligations of any nature
required to be set forth in a consolidated balance sheet of the
Company and its consolidated Subsidiaries under IFRS whether or not
accrued, contingent or otherwise, and there is no existing
condition, situation or set of circumstances that could be expected
to result in such a liability or obligation, except liabilities or
obligations that, individually or in the aggregate, would not be
reasonably expected to have a Material Adverse Effect on the
Company.


 


          
    Section
3.6            No
Violation of Law.


 


The
businesses of the Company and its Subsidiaries are not being
conducted in violation of any order, writ, injunction, decree,
judgment, permit, license, ordinance, law, statute, rule or
regulation of any Governmental Entity (provided that no
representation or warranty is made in this Section 3.6 with
respect to Environmental Laws, as defined in Section 3.7(f)),
except (a) as described in the Company Disclosure Schedule,
and (b) for violations or possible violations that would not,
individually or in the aggregate, be reasonably expected to have a
Material Adverse Effect on the Company.


 


Section
3.7            Environmental
Matters.


 


(a)          To
the knowledge of the Company, each of the Company and its
Subsidiaries has obtained all material licenses, permits,
authorizations, approvals and consents from Governmental Entities
that are required under any applicable Environmental Law (as
hereinafter defined) and necessary for it to carry on its business
or operations as now conducted (“Environmental
Permits”).  Each of such Environmental Permits is
in full force and effect, and each of the Company and its
Subsidiaries is in material compliance with the terms and
conditions of all such Environmental Permits and with all
applicable Environmental Laws, except where the failure to have
such Environmental Permits or be in compliance would not be
reasonably expected to have a Material Adverse Effect on the
Company.


 


(b)          There
are no material Environmental Claims (as hereinafter defined)
pending or, to the knowledge of the Company, threatened against the
Company or any of its Subsidiaries, or, to the knowledge of the
Company, for which the Company or any of its Subsidiaries is
liable.


 


10



 







 






 


(c)          To
the knowledge of the Company, there are no past or present actions,
activities, circumstances, conditions, events or incidents,
including, without limitation, the release, threatened release or
presence of any Hazardous Material (as hereinafter defined), that
could form the basis of any Environmental Claim against the Company
or any of its Subsidiaries, or for which the Company or any of its
Subsidiaries is liable, which could reasonably be expected to have
a Material Adverse Effect.


 


(d)          To
the knowledge of the Company, no site or facility owned, operated,
used or leased by the Company or any of its Subsidiaries now or
during the three (3) year period prior to the date hereof, is
listed or proposed for listing on the National Priorities List
promulgated pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, and the rules
and regulations thereunder (“CERCLA”) or any comparable
foreign laws applicable to the property of the Company or its
Subsidiaries.


 


          
    (e)          No
Liens on any property or asset of the Company or its Subsidiaries
have arisen under or pursuant to any Environmental Law, and no
action of any Governmental Entity has been taken or, to the
knowledge of the Company, is in process that could subject any of
such properties or assets to such Liens, except as would not
individually or in the aggregate have a Material Adverse Effect on
the Company.


 


(f)          As
used in this Agreement:


 


(i)           
“Environmental Claim” means any claim, action, lawsuit
or proceeding by any Person that seeks to impose liability
(including, without limitation, liability for investigatory costs,
cleanup costs, governmental response costs, natural resources,
damages, property damages, personal injuries or penalties) arising
out of, based on or resulting from (A) the presence, or
release or threatened release, of any Hazardous Materials at any
location, whether or not owned or operated by (i) the Company or
any of its Subsidiaries, with regard to Section 3.7, or (ii) the
Purchaser or any of its Subsidiaries, with regard to Section 4.7,
or (B) circumstances that would give rise to any violation, or
alleged violation, of any Environmental Law, in each case, except
as would not individually or in the aggregate have a Material
Adverse Effect on the Company or Purchaser, as the case may
be.


 


(ii)           
“Environmental Law” means any law or order of any
Governmental Entity relating to (A) the generation, treatment,
storage, disposal, use, handling, manufacturing, transportation or
shipment of Hazardous Materials or (B) the environment or to
emissions, discharges, releases or threatened releases of Hazardous
Material into the environment.


 


(iii)           
“Hazardous Materials” means (A) any petroleum or
petroleum products, radioactive materials or friable asbestos;
(B) any chemicals or other materials or substances that are
now defined as or included in the definition of “hazardous
substances,” “hazardous wastes,” “hazardous
materials,” “extremely hazardous wastes,”
“restricted hazardous wastes,” “toxic
substances,” “toxic pollutants,”
“pollutants,” contaminants,” “infectious
wastes,” “hazardous chemicals” or
“hazardous pollutants,” under any Environmental Law;
and (C) pesticides.


 


11



 







 






 


Section
3.8            Employee
Benefit Plans; ERISA.


 


(a)          The
Company and its Subsidiaries do not have any liabilities or
obligations with respect to Company Plans or Foreign Plans (whether
or not accrued, contingent or otherwise) that could reasonably be
expected to have a Material Adverse Effect on the
Company.


 


(b)          There
are no pending or, to the Company’s knowledge, threatened, or
anticipated claims by or on behalf of any Company Plan, by any
employee or beneficiary covered under any such Company Plan, or
otherwise involving any such Company Plan (other than routine
claims for benefits) which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse
Effect.


 


(c)          The
Company has complied with all obligations imposed on it by
applicable law in connection with each Foreign Plan except where
such non-compliance would not be reasonably expected to have a
Material Adverse Effect on the Company.


 


(d)          There
are no pending or, to the Company’s knowledge, scheduled
audits of any Company Plan or Foreign Plan by any Governmental
Entity or any pending or, to the Company’s knowledge,
threatened claims or penalties resulting from any such
audit.


 


(e)          As
used in this Agreement:


 


(i)           
“Company Plans” mean each deferred compensation,
incentive compensation or equity compensation plan;
“welfare” plan, fund or program (within the meaning of
section 3(1) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”)); “pension”
plan, fund or program (within the meaning of section 3(2) of
ERISA); each material employment, consulting, termination or
severance agreement; and each other material employee benefit plan,
fund, program, agreement or arrangement, in each case, that is
sponsored, maintained or contributed to or required to be
contributed to by the Company or by any trade or business, whether
or not incorporated (an “ERISA Affiliate”), that
together with the Company would be deemed a “single
employer” within the meaning of section 4001(b) of
ERISA, or to which the Company or an ERISA Affiliate is party, for
the benefit of any employee or former employee of the Company or
any Subsidiary.


 


(ii)           
“Foreign Plans” means plans maintained outside the
United States primarily for the benefit of persons who are not
citizens or residents of the United States that provide coverage
mandated by applicable foreign law.


 


12



 







 






 


Section
3.9            Absence
of Certain Changes or Events.


 


Except
as disclosed in the Company Disclosure Schedule, since the date of
the most recent financial statements provided pursuant to
Section 3.4 above, the Company has conducted its business in
the ordinary course consistent with past practice and, since such
date, there has not occurred:  (i) any change,
development, event or other circumstance, situation or state of
affairs that has had or could reasonably be expected to have a
Material Adverse Effect on the Company; (ii) any damage to,
destruction or loss of any asset of the Company or any of its
Subsidiaries (whether or not covered by insurance) that could
reasonably be expected to have a Material Adverse Effect on the
Company; (iii) any material change by the Company in its
accounting methods, principles or practices; (iv) any material
revaluation by the Company of any of its assets, including, without
limitation, writing down the value of inventory or writing off
notes or accounts receivable other than in the ordinary course of
business consistent with past practices; or (v) any sale of a
material amount of assets (tangible or intangible) of the Company
or any of its Subsidiaries other than the sale of inventory held
for sale in the ordinary course of business; or (vi) any other
action or event that would have required the consent of the
Purchaser pursuant to Section 5.1 had such action or event
occurred after the date of this Agreement.


 


          
    Section
3.10          Litigation.


 


Except
as disclosed in the Company Disclosure Schedule, there are no
claims, actions, suits, proceedings, arbitrations or investigations
pending (or, to the knowledge of the Company, threatened) against
or affecting the Company or its Subsidiaries or any of their
respective properties or assets at law or in equity, by or before
any Governmental Entity that could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect
on the Company.


 


          
    Section 3.11     
    Offer Documents.


 


No
information supplied by the Company for inclusion in the Offer
Documents will, at the time the Offer Documents or any amendments
or supplements thereto are first sent or given to shareholders or
option holders of the Company, contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements made
therein, in the light of the circumstances under which they are
made, not misleading.  Notwithstanding the foregoing, the
Company makes no representation or warranty with respect to
information supplied by or on behalf of the Purchaser that is
contained in any of the foregoing documents.


 


Section
3.12          Intellectual
Property.


 


(a)          Except
as would not have, individually or in the aggregate, a Material
Adverse Effect on the Company, the Company and its Subsidiaries own
or have, and after the Closing Date will have, valid rights to use
all items of Intellectual Property utilized in the conduct of the
business of the Company and its Subsidiaries as presently conducted
or contemplated to be conducted, free and clear of all
Liens.


 


13



 







 






 


(b)          Except
as would not have, individually or in the aggregate, a Material
Adverse Effect on the Company, (i) neither the Company nor any
Subsidiary of the Company is in default (or with the giving of
notice or lapse of time or both, would be in default) under any
license or other grant to use any of the Intellectual Property,
(ii) to the knowledge of the Company, such Intellectual
Property is not being infringed or violated by any third party,
(iii) neither the Company nor any Subsidiary is infringing or
violating any Intellectual Property of any third party, and
(iv) in the last three years neither the Company nor any
Subsidiary has received any written claim or notice of infringement
or violation concerning any Intellectual Property from any third
party.


 


(c)          Except
as would not individually or in the aggregate have a Material
Adverse Effect on the Company, the Company or a Subsidiary is
listed in the records of the appropriate United States, state or
foreign registry as the sole current owner of record for each
Trademark, Domain Name, Patent, and Copyright application and
registration owned by the Company or its Subsidiaries.


 


(d)          Except
as would not individually or in the aggregate have a Material
Adverse Effect on the Company, the Intellectual Property owned by
the Company or any Subsidiary and, to the knowledge of the Company,
any Intellectual Property used by the Company or any Subsidiary, is
subsisting, in full force and effect, and has not been cancelled,
expired, or abandoned, and, to the knowledge of the Company is
valid and enforceable.


 


(e)          Except
as would not individually or in the aggregate have a Material
Adverse Effect on the Company, no current or former director,
officer, or employee of the Company or any Subsidiary (or any of
their respective predecessors in interest) will, after giving
effect to the transactions contemplated herein, own or retain any
rights to use any of the Intellectual Property owned or used by the
Company or any Subsidiary.


 


(f)          As
used in this Agreement, “Intellectual Property” means
all of the following:  (i) U.S. and foreign
trademarks, service marks, trade dress, logos, trade names, brand
names, corporate names, assumed names, business names and general
intangibles of like nature, together with all goodwill,
registrations and applications related to the foregoing
(collectively, the “Trademarks”), (ii) Internet
domain names (“Domain Names”), (iii) U.S. and
foreign patents, industrial designs, invention disclosures, and any
and all divisions, continuations, continuations-in-part, reissues,
continuing patent applications, reexaminations, and extensions
thereof, any counterparts claiming priority therefrom, utility
models, patents of importation/confirmation, certificates of
invention, certificates of registration and like statutory rights
related to the foregoing (collectively, the “Patents”),
(iv) U.S. and foreign copyrights, and all registrations and
applications to register the foregoing (collectively, the
“Copyrights”), (v) all categories of trade secrets
as defined in the Uniform Trade Secrets Act and under corresponding
foreign statutory and common law, including, but not limited to,
business, technical and know-how information (collectively, the
“Trade Secrets”) (vi) computer programs, including
any and all software implementation of algorithms, models and
methodologies, whether in source or object code form, user
interfaces, databases and compilations, including any and all data
and collections of data, and all manuals and other specifications
and documentation and all know-how relating thereto (collectively,
“Computer Software”), (vii) rights of publicity
and privacy relating to the use of names, likenesses, voices,
signatures and biographical information of real persons, and
(ix) all licenses and agreements pursuant to which the Company
or Purchaser, as the case may be, or any Subsidiary has acquired
rights in or to any Trademarks, Domain Names, Patents, Trade
Secrets, technology, know-how, Computer Software, rights of
publicity or Copyrights, or agreements pursuant to which the
Company or Purchaser, as the case may be, has licensed or
transferred the right to use any of the foregoing.


 


14



 







 






 


Section
3.13          Tax
Matters.


 


          
    (a)          To
the knowledge of the Company, all Tax Returns required to be filed
by or on behalf of the Company, each of its Subsidiaries and each
affiliated, combined, consolidated or unitary group of which the
Company or any of its Subsidiaries is a member (a “Company
Affiliated Group”) have been filed or requests for extensions
have been filed and any such extension has been granted and has not
expired, and all such filed Tax Returns are complete and accurate
in all material respects.  All Taxes due and owing by the
Company, any Subsidiary of the Company or any Company Affiliated
Group have been paid, or adequately reserved for.  There
is no audit, examination, deficiency, refund litigation, proposed
adjustment or matter in controversy with respect to any Taxes due
and owing by the Company, any Subsidiary of the Company or any
Company Affiliated Group that if determined adversely would,
individually or in the aggregate, be reasonably expected to have a
Material Adverse Effect on the Company.  All assessments
for Taxes due and owing by the Company, any Subsidiary of the
Company or any Company Affiliated Group with respect to completed
and settled examinations or concluded litigation have been paid,
except to the extent any failures to pay would not individually or
in the aggregate be reasonably expected to have a Material Adverse
Effect on the Company.  Neither the Company nor any of
its Subsidiaries has any liability under any foreign Tax law or
under Treasury Regulation Section 1.1502-6 for U.S. federal income
Taxes of any Person other than the Company and its Subsidiaries,
except as would not be reasonably expected to have a Material
Adverse Effect on the Company.  The Company and each of
its Subsidiaries have complied in all material respects with all
rules and regulations relating to the withholding of Taxes, except
as would not be reasonably expected to have a Material Adverse
Effect on the Company.


 


(b)          Except
as set forth on the Disclosure Schedule neither the Company nor any
Subsidiary of the Company has (i) entered into a closing agreement
or other similar agreement with a taxing authority relating to
Taxes of the Company or any Subsidiary of the Company with respect
to a taxable period for which the statute of limitations is still
open, except to the extent such agreement would not have a Material
Adverse Effect on the Company, or (ii) except as set forth on the
Disclosure Schedule, with respect to U.S. federal income Taxes,
granted any waiver of any statute of limitations with respect to,
or any extension of a period for the assessment of, any income Tax,
in either case, that is still outstanding. There are no Liens
relating to Taxes upon the assets of the Company or any Subsidiary
of the Company other than Liens relating to Taxes not yet due,
Liens for which adequate reserves have been established or Liens
not in excess of $100,000 in the aggregate.


 


(c)          Neither
the Company nor any Subsidiary of the Company is a party to or is
bound by any Tax sharing agreement, Tax indemnity obligation or
similar agreement or practice in respect of Taxes (other than with
respect to agreements solely between or among members of the
consolidated group of which the Company is the common parent)
except to the extent any Tax sharing agreement would not
individually or in the aggregate be reasonably expected to have a
Material Adverse Effect on the Company.


 


15



 







 






 


(d)          For
purposes of this Agreement: (i) “Taxes” means any and
all federal, state, local, foreign or other taxes of any kind
(together with any and all interest, penalties, additions to tax
and additional amounts imposed with respect thereto) imposed by any
taxing authority, including, without limitation, taxes or other
charges on or with respect to income, franchises, windfall or other
profits, gross receipts, property, sales, use, capital stock,
payroll, employment, social security, workers’ compensation,
unemployment compensation or net worth, taxes or other charges in
the nature of excise, withholding, ad valorem or value added, any
license, transfer tax or any other custom, duty, government fee or
other like assignment and (ii) “Tax Return” means any
return, report or similar statement (including the attached
schedules) required to be filed with respect to any Tax, and any
information return, claim for refund, amended return or declaration
of estimated Tax.


 


       
       Section
3.14          No
Required Vote of the Company Shareholders.


 


No vote
of the holders of any class or series of the Company’s
capital stock is necessary to approve and adopt this
Agreement.


 


       
       Section
3.15          Employment
Matters.


 


Neither
the Company nor any of its Subsidiaries has experienced any work
stoppages, strikes, collective labor grievances, other collective
bargaining disputes or claims of unfair labor practices in the last
year.  There is no organizational effort presently being
made or, to the knowledge of the Company, threatened by or on
behalf of any labor union with respect to employees of the Company
or any of its Subsidiaries.


 



ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER


 


The
Purchaser represents and warrants to the Company that all of the
statements contained in this Article IV are true and correct
as of the date of this Agreement (or, if made as of a specified
date, as of such date), and will be true and correct as of the
Closing Date as though made on the Closing Date, except as set
forth on the schedule delivered by the Purchaser to the Company
prior to the execution and delivery of this Agreement (the
“Purchaser Disclosure Schedule”); provided that no such
exceptions shall be made in respect of Section
4.2.  Matters disclosed in the Purchaser Disclosure
Schedule pursuant to any Section thereof shall be deemed to be
disclosed on each of the other Sections of the Purchaser Disclosure
to the extent the applicability of the disclosure to such other
Section is reasonably inferable from the disclosure
made.


 


Section
4.1            Organization,
Qualification, Etc.


 


The
Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority and all
governmental approvals required for it to own its properties and
assets and to carry on its business as it is now being conducted or
presently proposed to be conducted.  The Purchaser is
duly qualified to do business and is in good standing in each
jurisdiction in which the ownership of its properties or the
conduct of its business requires such qualification, except for
jurisdictions in which the failure to be so qualified and in good
standing would not, individually or in the aggregate, have a
Material Adverse Effect on the Purchaser or delay consummation of
the transactions contemplated by this Agreement or otherwise
prevent the Purchaser from performing its obligations
hereunder.


 


16



 







 






 


Section
4.2            Capital
Stock.


 


(a)          The
authorized capital stock of the Purchaser consists of 400,000,000
shares of common stock (“IMA Common Stock”), par value
$.00025 per share.  As of the date hereof 46,200,000
(on a fully-diluted basis) shares of IMA Common Stock were issued
and outstanding.


 


(b)          All
the outstanding shares of IMA Common Stock are duly authorized,
validly issued, fully paid and non-assessable.  Except as
set forth in paragraph (a) above, and except for the
transactions contemplated by this Agreement, (1) there are no
shares of capital stock of the Purchaser authorized, issued or
outstanding, (2) there are no authorized or outstanding
options, warrants, calls, preemptive rights, subscriptions or other
rights, agreements, arrangements or commitments of any character
obligating the Purchaser or any of its Subsidiaries to issue,
transfer or sell or cause to be issued, transferred or sold any
shares of capital stock or other equity interest in the Purchaser
or any of its Subsidiaries or securities convertible into or
exchangeable for such shares or equity interests, or obligating the
Purchaser or any of its Subsidiaries to grant, extend or enter into
any such option, warrant, call, subscription or other right,
agreement, arrangement or commitment, and (3) there are no
outstanding contractual obligations of the Purchaser or any of its
Subsidiaries to repurchase, redeem or otherwise acquire any capital
stock of the Purchaser or any Subsidiary or to provide funds to
make any investment (in the form of a loan, capital contribution or
otherwise) in any Subsidiary (other than a Subsidiary that is
wholly owned, directly or indirectly, by the entity obligated to
provide such funds) or other entity.  No Subsidiary of
the Purchaser owns any shares of IMA Common Stock.


 


         
     Section
4.3            Corporate
Authority Relative to this Agreement; No Violation.


 


(a)          The
Purchaser has the corporate power and authority to enter into this
Agreement and to carry out its obligations
hereunder.  The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have
been duly and validly authorized by the Board of Directors of the
Purchaser.  No corporate proceedings on the part of the
Purchaser (including its shareholders) are necessary to authorize
the consummation of the transactions contemplated
hereby.  This Agreement has been duly and validly
executed and delivered by the Purchaser and, assuming this
Agreement constitutes a valid and binding agreement of the Company,
constitutes a valid and binding agreement of the Purchaser,
enforceable against the Purchaser in accordance with its
terms.


 


17



 







 






 


(b)          Except
for the filings as may be required under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), none of
the execution, delivery or performance of this Agreement by the
Purchaser, the consummation by the Purchaser of the transactions
contemplated hereby or compliance by the Purchaser with any of the
provisions hereof will (i) conflict with or result in any
breach of any provision of the articles of incorporation or by-laws
of the Purchaser or the certificate of incorporation, by-laws or
similar organizational documents of any of its Subsidiaries,
(ii) require any filing with, or permit, authorization,
consent or approval of, any Governmental Entity, (iii) result
in a violation or breach of, or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any
right of termination, amendment, cancellation or acceleration)
under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, lease, license, contract, agreement or
other instrument or obligation to the Purchaser or any of its
Subsidiaries is a party or by which any of them or any of their
respective properties or assets may be bound (the “ Purchaser
Agreements”), or (iv) violate any order, writ,
injunction, decree, judgment, permit, license, ordinance, law,
statute, rule or regulation applicable to the Purchaser, any of its
Subsidiaries or any of their respective properties or assets,
excluding from the foregoing clauses (ii), (iii) and (iv) such
violations, breaches or defaults that would not, individually or in
the aggregate, be reasonably expected to have a Material Adverse
Effect on the Purchaser.


 


         
     Section
4.4            Reports
and Financial Statements.


 


(a)          The
IMA Common Stock has been registered under Section 12(g) of the
Exchange Act and the Purchaser is subject to the periodic reporting
requirements of Section 13 of the Exchange Act.  The
Purchaser has previously furnished or otherwise made available to
the Company true and complete copies of:


 


(i)      
     the Annual Reports on Form 10-K
filed by the Purchaser with the SEC for the fiscal years ended
October 31, 2014 and 2015;


 


(ii)           the
Quarterly Reports on Form 10-Q filed by the Purchaser with the
SEC for the quarters ended January 31, 2016, April 30, 2016, and
July 31, 2016; and


 


         
     (iii)          all
Current Reports, if any, on Form 8-K filed by the Purchaser
with the SEC since January 1, 2015.


 


18



 







 






 


(b)          As
of their respective dates, such reports filed by the Purchaser
prior to the date hereof (collectively with, and giving effect to,
any amendments, supplements and exhibits thereto filed prior to the
date hereof, “Purchaser SEC Reports”) (i) complied
as to form in all material respects with the applicable
requirements of the Exchange Act and the rules and regulations
promulgated thereunder in effect as of the date of filing, and
(ii) did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not
misleading.  Except to the extent that information
contained in any Purchaser SEC Report was amended or was superseded
by a later filed Purchaser SEC Report, none of the Purchaser SEC
Reports contains any untrue statement of a material fact or omits
to state any material fact required to be stated therein or
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not
misleading.   The audited financial statements and
unaudited interim financial statements included in the Purchaser
SEC Reports (including any related notes and schedules) fairly
present in all material respects the financial position of the
Purchaser as of the dates thereof and the results of operations and
cash flows for the periods then ended (subject, in the case of the
unaudited interim financial statements, to normal recurring
year-end adjustments), and in each case were prepared in accordance
with generally accepted accounting principles in the United States
(“GAAP”) consistently applied during the periods
involved (except as otherwise disclosed in the notes
thereto).  Except as reflected in the Purchaser
Disclosure Schedules, the Purchaser has filed all reports,
registration statements and other filings required to be filed by
it with the SEC under the rules and regulations of the
SEC.  Purchaser represents and warrants to the Company
that, as of the respective dates thereof, all reports of the type
referred to in this Section 4.4 that the Purchaser files with
the SEC on or after the date hereof will not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading.  The audited financial statements and the
unaudited interim financial statements included in such reports
(including any related notes and schedules) will fairly present in
all material respects the financial position of the Purchaser as of
the dates thereof and the results of operations and cash flows or
other information included therein for the periods then ended
(subject, in the case of the interim financial statements, to
normal, recurring year-end adjustments), and will be prepared in
each case in accordance with GAAP consistently applied during the
periods involved (except as otherwise disclosed in the notes
thereto).


 


(c)          The
Purchaser maintains disclosure controls and procedures required by
Rule 13a-15 or 15d-15 under the Exchange Act; such controls and
procedures are effective to ensure that all material information
concerning the Purchaser is made known on a timely basis to the
individuals responsible for the preparation of the
Purchaser’s filings with the SEC and other public disclosure
documents.


 


(d)         
The Chief Executive Officer and the Chief Financial Officer of the
Purchaser have signed, and the Purchaser has furnished to the SEC,
all certifications required by Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002; such certifications contain no
qualifications or exceptions to the matters certified therein and
have not been modified or withdrawn; and neither the Purchaser nor
any of its officers has received notice from any governmental
entity questioning or challenging the accuracy, completeness, form
or manner of filing or submission of such
certifications.  


 


19



 







 






 


Section
4.5            No
Undisclosed Liabilities.


 


Except
as set forth on the most recent financial statements included in
the Purchaser SEC Reports, neither the Purchaser nor any of its
Subsidiaries has any liabilities or obligations of any nature
required to be set forth in a consolidated balance sheet of the
Purchaser and its consolidated Subsidiaries under GAAP whether or
not accrued, contingent or otherwise, and there is no existing
condition, situation or set of circumstances that could be expected
to result in such a liability or obligation, except liabilities or
obligations that, individually or in the aggregate, would not be
reasonably expected to have a Material Adverse Effect on the
Purchaser.


 


          
    Section
4.6            No
Violation of Law.


 


The
businesses of the Purchaser and its Subsidiaries are not being
conducted in violation of any order, writ, injunction, decree,
judgment, permit, license, ordinance, law, statute, rule or
regulation of any Governmental Entity (provided that no
representation or warranty is made in this Section 4.6 with
respect to Environmental Laws), including without limitation the
Securities Act, the Securities Exchange Act of 1934, the applicable
rules and regulations of the SEC and the applicable securities laws
and rules and regulations of any state, except (a) as
described in the Purchaser Disclosure Schedule, and (b) for
violations or possible violations that would not, individually or
in the aggregate, be reasonably expected to have a Material Adverse
Effect on the Purchaser.


 


         
     Section
4.7            Environmental
Matters.


 


(a)          Each
of the Purchaser and its Subsidiaries has obtained all material
Environmental Permits.  Each Environmental Permit is in
full force and effect, and each of the Purchaser and its
Subsidiaries is in material compliance with the terms and
conditions of all such Environmental Permits and with all
applicable Environmental Laws, except where the failure to have
such Environmental Permits or be in compliance would not be
reasonably expected to have a Material Adverse Effect on the
Purchaser.


 


(b)          There
are no material Environmental Claims pending or, to the knowledge
of the Purchaser, threatened against the Purchaser or any of its
Subsidiaries, or, to the knowledge of the Purchaser, for which the
Purchaser or any of its Subsidiaries is liable.


 


(c)   
      To the knowledge of the
Purchaser, there are no past or present actions, activities,
circumstances, conditions, events or incidents, including, without
limitation, the release, threatened release or presence of any
Hazardous Material that could form the basis of any Environmental
Claim against the Purchaser or any of its Subsidiaries, or for
which the Purchaser or any of its Subsidiaries is liable, which
could reasonably be expected to have a Material Adverse
Effect.


 


(d)          To
the knowledge of the Purchaser, no site or facility owned,
operated, used or leased by the Purchaser or any of its
Subsidiaries now or during the three (3) year period prior to the
date hereof, is listed or proposed for listing on the National
Priorities List promulgated pursuant to CERCLA or any comparable
foreign laws applicable to the property of the Purchaser or its
Subsidiaries.


 


20



 







 






 


(e)       
  No Liens on any property or asset of the Purchaser or
its Subsidiaries have arisen under or pursuant to any Environmental
Law, and no action of any Governmental Entity has been taken or, to
the knowledge of the Purchaser, is in process that could subject
any of such properties or assets to such Liens, except as would not
individually or in the aggregate have a Material Adverse Effect on
the Purchaser.


 


        
      Section
4.8            Employee
Benefit Plans; ERISA.


 


(a)          The
Purchaser Disclosure Schedule contains a true and complete list of
each deferred compensation, incentive compensation or equity
compensation plan; “welfare” plan, fund or program
(within the meaning of section 3(1) of ERISA;
“pension” plan, fund or program (within the meaning of
section 3(2) of ERISA); each material employment, consulting,
termination or severance agreement; and each other material
employee benefit plan, fund, program, agreement or arrangement, in
each case, that is sponsored, maintained or contributed to or
required to be contributed to by the Purchaser or by any ERISA
Affiliate together with the Purchaser would be deemed a
“single employer” within the meaning of
section 4001(b) of ERISA, or to which the Purchaser or an
ERISA Affiliate is party, for the benefit of any employee or former
employee of the Purchaser or any Subsidiary (“Purchaser
Plans”). Section 4.8(a) of the Purchaser Disclosure
Schedule also sets forth a list of Foreign Plans of the
Purchaser.  The Purchaser and its Subsidiaries do not
have any liabilities or obligations with respect to Purchaser Plans
or Foreign Plans (whether or not accrued, contingent or otherwise)
that are not reflected in the Purchaser Disclosure Schedule or that
could reasonably be expected to have a Material Adverse Effect on
the Purchaser.


 


(b)          With
respect to each Purchaser Plan, the Purchaser has delivered or made
available to Company true and complete copies of the Purchaser
Plans and any amendments thereto, any related trust or other
funding vehicle, any reports or summaries required under ERISA or
the Code and the most recent determination letter received from the
IRS with respect to each Purchaser Plan intended to qualify under
Section 401 of the Code.


 


(c)          The
Purchaser Disclosure Schedule sets forth each Purchaser Plan under
which, as a result of the consummation of the Securities Exchange,
either alone or in combination with another event, (A) any
current or former employee or officer of the Purchaser or any ERISA
Affiliate may become entitled to severance pay, unemployment
compensation or any other payment, except as expressly provided in
this Agreement, or (B) the time of payment or the vesting of
any compensation due any such employee or officer may become
accelerated, or the amount of such compensation may become
increased.


 


(d)          There
are no pending or, to the Purchaser’s knowledge, threatened,
or anticipated claims by or on behalf of any Purchaser Plan, by any
employee or beneficiary covered under any such Purchaser Plan, or
otherwise involving any such Purchaser Plan (other than routine
claims for benefits), which individually or in the aggregate could
reasonably be expected to have a Material Adverse
Effect.


 


(e)          The
Purchaser has complied with all obligations imposed on it by
applicable law in connection with each Foreign Plan except where
such non-compliance would not be reasonably expected to have a
Material Adverse Effect on the Purchaser.


 


21



 







 






 


(f)          There
are no pending or, to the Purchaser’s knowledge, scheduled
audits of any Purchaser Plan or Foreign Plan by any Governmental
Entity or any pending or, to the Purchaser’s knowledge,
threatened claims or penalties resulting from any such
audit.


 


       
       Section
4.9            Absence
of Certain Changes or Events.


 


Except
as disclosed in the Purchaser Disclosure Schedule, since the date
of the most recent financial statements provided pursuant to
Section 3.4 above, the Purchaser has conducted its business in
the ordinary course consistent with past practice and, since such
date, there has not occurred:  (i) any change,
development, event or other circumstance, situation or state of
affairs that has had or could reasonably be expected to have a
Material Adverse Effect on the Purchaser; (ii) any damage to,
destruction or loss of any asset of the Purchaser or any of its
Subsidiaries (whether or not covered by insurance) that could
reasonably be expected to have a Material Adverse Effect on the
Purchaser; (iii) any material change by the Purchaser in its
accounting methods, principles or practices; (iv) any material
revaluation by the Purchaser of any of its assets, including,
without limitation, writing down the value of inventory or writing
off notes or accounts receivable other than in the ordinary course
of business consistent with past practice; (v) any sale of a
material amount of assets (tangible or intangible) of the Purchaser
or any of its Subsidiaries other than the sale of inventory held
for sale in the ordinary course of business; or (vi) any other
action or event that would have required the consent of the Company
pursuant to Section 5.1 had such action or event occurred
after the date of this Agreement.


 


         
     Section
4.10          Litigation.


 


Except
as disclosed in the Purchaser Disclosure Schedule, there are no
claims, actions, suits, proceedings, arbitrations or investigations
pending (or, to the knowledge of the Purchaser, threatened) against
or affecting the Purchaser or its Subsidiaries or any of their
respective properties or assets at law or in equity, by or before
any Governmental Entity that could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect
on the Purchaser.


 


           
   Section
4.11          Offer
Documents.


 


The
Offer Documents will not, at the time the Offer Documents or any
amendments or supplements thereto, are first sent or given to
shareholders of the Company, contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements made
therein, in the light of the circumstances under which they are
made, not misleading.  Notwithstanding the foregoing, the
Purchaser makes no representation or warranty with respect to any
information supplied by or on behalf of the Company that is
contained in the Offer Documents or any amendment or supplement
thereto.


 


          
    Section 4.12    
     Intellectual Property.


 


(a)          Except
as would not have, individually or in the aggregate, a Material
Adverse Effect on the Purchaser, the Purchaser and its Subsidiaries
own or have, and after the Closing Date will have, valid rights to
use all items of Intellectual Property utilized in the conduct of
the business of the Purchaser and its Subsidiaries as presently
conducted or contemplated to be conducted free and clear of all
Liens.


 


22



 







 






 


(b)          Except
as would not have, individually or in the aggregate, a Material
Adverse Effect on the Purchaser, (i) neither the Purchaser nor
any Subsidiary of the Purchaser is in default (or with the giving
of notice or lapse of time or both, would be in default) under any
license or other grant to use any of the Intellectual Property,
(ii) to the knowledge of the Purchaser, such Intellectual
Property is not being infringed or violated by any third party,
(iii) neither the Purchaser nor any Subsidiary is infringing
or violating any Intellectual Property of any third party, and
(iv) in the last three years neither the Purchaser nor any
Subsidiary has received any written claim or notIMA of infringement
or violation concerning any Intellectual Property from any third
party.


 


(c)          Except
as would not individually or in the aggregate have a Material
Adverse Effect on the Purchaser, the Purchaser or a Subsidiary is
listed in the records of the appropriate United States, state or
foreign registry as the sole current owner of record for each
Trademark, Domain Name, Patent, and Copyright application and
registration owned by the Purchaser or its
Subsidiaries.


 


(d)          Except
as would not individually or in the aggregate have a Material
Adverse Effect on the Purchaser, the Intellectual Property owned by
the Purchaser or any Subsidiary and, to the knowledge of the
Purchaser, any Intellectual Property used by the Purchaser or any
Subsidiary, is subsisting, in full force and effect, and has not
been cancelled, expired, or abandoned, and, to the knowledge of the
Purchaser is valid and enforceable.


 


(e)          Except
as would not individually or in the aggregate have a Material
Adverse Effect on the Purchaser, no current or former director,
officer, or employee of the Purchaser or any Subsidiary (or any of
their respective predecessors in interest) will, after giving
effect to the transactions contemplated herein, own or retain any
rights to use any of the Intellectual Property owned or used by the
Purchaser or any Subsidiary.


 


          
    Section 4.13  
       Tax Matters.


 


(a)          To
the Purchaser’s knowledge, all Tax Returns required to be
filed by or on behalf of the Purchaser, each of its Subsidiaries
and each affiliated, combined, consolidated or unitary group of
which the Purchaser or any of its Subsidiaries is a member (a
“Purchaser Affiliated Group”) have been timely filed or
requests for extensions have been timely filed and any such
extension has been granted and has not expired, and all such filed
Tax Returns are complete and accurate in all material
respects.  All Taxes due and owing by the Purchaser, any
Subsidiary of the Purchaser or any Purchaser Affiliated Group have
been paid, or adequately reserved for.  There is no
audit, examination, deficiency, refund litigation, proposed
adjustment or matter in controversy with respect to any Taxes due
and owing by the Purchaser, any Subsidiary of the Purchaser or any
Purchaser Affiliated Group which if determined adversely would,
individually or in the aggregate, be reasonably expected to have a
Material Adverse Effect on the Purchaser.  All
assessments for Taxes due and owing by the Purchaser, any
Subsidiary of the Purchaser or any Purchaser Affiliated Group with
respect to completed and settled examinations or concluded
litigation have been paid, except to the extent any failures to pay
would not individually or in the aggregate be reasonably expected
to have a Material Adverse Effect on the
Purchaser.  Section 3.13(a) of the Purchaser
Disclosure Schedule sets forth (i) the taxable years of the
Purchaser for which the statutes of limitations with respect to
U.S. federal income Taxes have not expired or have been
extended, and (ii) with respect to federal income Taxes for
such years, those years for which examinations have been completed,
those years for which examinations are presently being conducted,
and those years for which examinations have not yet been
initiated.  Neither the Purchaser nor any of its
Subsidiaries has any liability


 


23



 







 






 


under
any foreign Tax law or under Treasury Regulation
Section 1.1502-6 for U.S. federal income Taxes of any
Person other than the Purchaser and its Subsidiaries, except as
would not be reasonably expected to have a Material Adverse Effect
on the Purchaser.  The Purchaser and each of its
Subsidiaries have complied in all material respects with all rules
and regulations relating to the withholding of Taxes, except as
would not be reasonably expected to have a Material Adverse Effect
on the Purchaser.


 


(b)          Neither
the Purchaser nor any Subsidiary of the Purchaser has
(i) entered into a closing agreement or other similar
agreement with a taxing authority relating to Taxes of the
Purchaser or any Subsidiary of the Purchaser with respect to a
taxable period for which the statute of limitations is still open
except to the extent such agreement would not have a Material
Adverse Effect on the Purchaser, or (ii) except as set forth
on the Disclosure Schedule, with respect to U.S. federal
income Taxes, granted any waiver of any statute of limitations with
respect to, or any extension of a period for the assessment of, any
income Tax, in either case, that is still
outstanding.  There are no Liens relating to Taxes upon
the assets of the Company or any Subsidiary of the Company other
than Liens relating to Taxes not yet due, Liens for which adequate
reserves have been established or Liens not in excess of $100,000
in the aggregate.


 


(c)          Neither
the Purchaser nor any Subsidiary of the Purchaser is a party to or
is bound by any Tax sharing agreement, Tax indemnity obligation or
similar agreement or practice in respect of Taxes (other than with
respect to agreements solely between or among members of the
consolidated group of which the Purchaser is the common parent),
except to the extent any Tax sharing agreement would not
individually or in the aggregate be reasonably expected to have a
Material Adverse Effect on the Purchaser.


 


         
     Section
4.14          No
Required Vote of the Purchaser Shareholders.


 


No vote
of the holders of any class or series of the Purchaser’s
capital stock is necessary to approve and adopt this
Agreement.


 


          
    Section
4.15          Employment
Matters.


 


Neither
the Purchaser nor any of its Subsidiaries has experienced any work
stoppages, strikes, collective labor grievances, other collective
bargaining disputes or claims of unfair labor practices in the last
year.  There is no organizational effort presently being
made or, to the knowledge of the Purchaser, threatened by or on
behalf of any labor union with respect to employees of the
Purchaser or any of its Subsidiaries.


 


         
     Section 4.16    
     Registration Rights.


 


         
     No stockholder of the Purchaser has
any right to request or require the Purchaser to register the sale
of any shares owned by such stockholder under the Securities Act on
any registration statement.


 


24



 







 






 



ARTICLE V - COVENANTS AND AGREEMENTS


 


         
     Section
5.1            Conduct
of Business Prior to the Closing Date.


 


(a)          The
Company agrees that, from and after the date hereof and prior to
the Closing Date or the date, if any, on which this Agreement is
earlier terminated pursuant to Section 8.1 (the
“Termination Date”), and except as may be otherwise
agreed in writing by Purchaser, as may be expressly permitted
pursuant to this Agreement, or as set forth in Section 5.1 of
the Company Disclosure Schedule:


 


(i)     
      the business of the Company and
each of its Subsidiaries shall be conducted only in the usual,
regular and ordinary course and substantially in the same manner as
heretofore conducted, and each of the Company and its Subsidiaries
shall use its reasonable best efforts to preserve its business
organization intact, keep available the services of its current
officers and employees and maintain its existing relations with
franchisees, customers, suppliers, creditors, business partners and
others having business dealings with it, to the end that the
goodwill and ongoing business of each of them shall be unimpaired
at the Closing Date;


 


(ii)           neither
the Company nor any Subsidiary of the Company
shall:  (A) amend its articles of organization or
similar organizational documents, (B) issue, sell, transfer,
pledge, dispose of or encumber any shares of any class or series of
its capital stock or securities convertible into or exchangeable
for, or options, warrants, calls, commitments or rights of any kind
to acquire, any shares of any class or series of its capital stock,
other than shares of SSG Common Stock reserved for issuance on the
date hereof pursuant to the exercise of SSG Options or SSG Warrants
outstanding on the date hereof, (C) declare, set aside or pay
any dividend or other distribution payable in cash, stock or
property with respect to any shares of any class or series of its
capital stock (other than a cash dividend paid by a Subsidiary of
the Company to the Company or another wholly-owned subsidiary of
the Company), (D) split, combine or reclassify any shares of
any class or series of its stock; or (E) redeem, purchase or
otherwise acquire directly or indirectly any shares of any class or
series of its capital stock, or any instrument or security which
consists of or includes a right to acquire such
shares.


 


(iii)          neither
the Company nor any Subsidiary of the Company shall modify, amend
or terminate any material Company Agreement or waive, release or
assign any material rights or claims;


 


(iv)           neither
the Company nor any Subsidiary of the Company
shall:  (A) incur or assume any long-term or
short-term indebtedness; (B) assume, guarantee, endorse or
otherwise become liable or responsible (whether directly,
contingently or otherwise) for the obligations of any other Person;
(C) make any loans, advances or capital contributions to, or
investments in, any other Person (other than to, from, or in wholly
owned Subsidiaries of the Company); (D) enter into any
material commitment or transaction (including, but not limited to,
any capital expenditure or purchase, sale or lease of assets or
real estate), except in the ordinary course of business; or
(E) incur or modify the terms of any indebtedness or other
liability (other than trade payables);


 


25



 







 






 


(v)      
     neither the Company nor any
Subsidiary of the Company shall transfer, lease, license, sell,
mortgage, pledge, dispose of, or encumber any assets other than in
the ordinary and usual course of business and consistent with past
practice;


 


(vi)          except
as otherwise specifically provided in this Agreement, (A) make
any change in the compensation payable or to become payable
(1) to (x) any of its officers or directors, or
(y) employees, agents or consultants or to Persons providing
management services, in each case earning in excess of $50,000 per
annum, except as expressly required by any agreement now in effect;
or (2) other than in the ordinary course of business, to any
such employees, agents or consultants or to Persons providing
management services, in each case earning $50,000 or less per
annum; or (B) enter into or amend any employment, severance,
consulting, termination or other agreement or employee benefit plan
or make any loans to any of its officers, directors, employees,
Affiliates, agents or consultants or make any change in its
existing borrowing or lending arrangements or programs for or on
behalf of any of such Persons pursuant to an employee benefit plan
or otherwise;


 


(vii)         except
as otherwise specifically contemplated by this Agreement, pay or
make any accrual or arrangement for payment of any pension,
retirement allowance or other employee benefit pursuant to any
existing plan, agreement or arrangement to any officer, director,
employee or Affiliate or pay or agree to pay or make any accrual or
arrangement for payment to any officer, director, employee or
Affiliate of the Company of any amount relating to unused vacation
days, except payments and accruals made in the ordinary course of
business consistent with past practice, adopt or pay, grant, issue,
accelerate or accrue salary or other payments or benefits pursuant
to any pension, profit-sharing, bonus, extra compensation,
incentive, deferred compensation, stock purchase, stock option,
stock appreciation right, group insurance, severance pay,
retirement or other employee benefit plan, agreement or
arrangement, or any employment or consulting agreement with or for
the benefit of any director, officer, employee, agent or
consultant, whether past or present other than in accordance with
employee benefit plans, agreements, or arrangements as in effect on
the date hereof, except payments made in the ordinary course of
business consistent with past practice, or amend in any respect any
such existing plan, agreement or arrangement in a manner
inconsistent with the foregoing;


 


(viii)        neither
the Company nor any Subsidiary of the Company shall permit any of
its properties or assets to fail to be covered by insurance
policies reflecting coverage that is consistent with their past
practice;


 


(xi)         
neither
the Company nor any Subsidiary of the Company shall pay,
repurchase, discharge or satisfy any of its claims, liabilities or
obligations (absolute, asserted or unasserted, contingent or
otherwise), other than in the ordinary course of
business;


 


(x)           neither
the Company nor any Subsidiary of the Company will adopt a plan of
complete or partial liquidation, dissolution, merger,
consolidation, restructuring, recapitalization or other
reorganization of the Company or any Subsidiary (other than the
Securities Exchange);


 


26



 







 






 


(xi)          neither
the Company nor any Subsidiary of the Company will change any of
the accounting methods used by it unless required by IFRS
or  (ii) make any material election relating to
Taxes, change any material election relating to Taxes already made,
adopt any material accounting method relating to Taxes, change any
material accounting method relating to Taxes unless required by
IFRS, enter into any closing agreement relating to Taxes, settle
any claim or assessment relating to Taxes or consent to any claim
or assessment relating to Taxes or any waiver of the statute of
limitations for any such claim or assessment or file any amended
Tax Return or claim for refund, except, provided that in each case
the Company has afforded the Purchaser an opportunity for
review;


 


(xii)         neither
the Company nor any Subsidiary of the Company will take, or agree
to commit to take, any action that would or is reasonably likely to
result in (A) any representation or warranty in
Article III hereof being untrue or incorrect in any material
respect, or (B) any of the conditions to the consummation of
the transactions contemplated hereby set forth in Article VI
hereof not being satisfied; or


 


(xiii)        neither
the Company nor any of its Subsidiaries will enter into an
agreement, contract, commitment or arrangement to do any of the
foregoing, or to authorize, recommend, propose or announce an
intention to do any of the foregoing.


 


(b)          The
Purchaser agrees that, from and after the date hereof and prior to
the Closing Date or, if earlier, the Termination Date, and except
as may be otherwise agreed in writing by the Company, as may be
expressly permitted pursuant to this Agreement, or as set forth in
Section 5.1 of the Purchaser Disclosure Schedule:


 


(i)      
     the business of the Purchaser and
each of its Subsidiaries shall be conducted only in the usual,
regular and ordinary course and substantially in the same manner as
heretofore conducted, and each of the Purchaser and its
Subsidiaries shall use its reasonable best efforts to preserve its
business organization intact, keep available the services of its
current officers and employees and maintain its existing relations
with franchisees, customers, suppliers, creditors, business
partners and others having business dealings with it, to the end
that the goodwill and ongoing business of each of them shall be
unimpaired at the Closing Date;


 


(ii)           neither
the Purchaser nor any Subsidiary of the Purchaser
shall:  (A) amend its certificate of incorporation
or by-laws or similar organizational documents, (B) issue,
sell, transfer, pledge, dispose of or encumber any shares of any
class or series of its capital stock or securities convertible into
or exchangeable for, or options, warrants, calls, commitments or
rights of any kind to acquire, any shares of any class or series of
its capital stock, other than shares of IMA Common Stock reserved
for issuance on the date hereof pursuant to the exercise of
Purchaser options outstanding on the date hereof, (C) declare,
set aside or pay any dividend or other distribution payable in
cash, stock or property with respect to any shares of any class or
series of its capital stock (other than a cash dividend paid by a
Subsidiary of the Purchaser to the Purchaser or another
wholly-owned subsidiary of the Purchaser), (D) split, combine
or reclassify any shares of any class or series of its stock; or
(E) redeem, purchase or otherwise acquire directly or
indirectly any shares of any class or series of its capital stock,
or any instrument or security which consists of or includes a right
to acquire such shares;


 


27



 







 






 


(iii)          neither
the Purchaser nor any Subsidiary of the Purchaser shall modify,
amend or terminate any material Purchaser Agreement or waive,
release or assign any material rights or claims;


 


(iv)           neither
the Purchaser nor any Subsidiary of the Purchaser
shall:  (A) incur or assume any long-term or
short-term indebtedness; (B) assume, guarantee, endorse or
otherwise become liable or responsible (whether directly,
contingently or otherwise) for the obligations of any other Person;
(C) make any loans, advances or capital contributions to, or
investments in, any other Person (other than to, from, or in wholly
owned Subsidiaries of the Purchaser); (D) enter into any
material commitment or transaction (including, but not limited to,
any capital expenditure or purchase, sale or lease of assets or
real estate), except in the ordinary course of business; or
(E) incur or modify the terms of any indebtedness or other
liability (other than trade payables);


 


(v)     
      neither the Purchaser nor any
Subsidiary of the Purchaser shall transfer, lease, license, sell,
mortgage, pledge, dispose of, or encumber any assets other than in
the ordinary and usual course of business and consistent with past
practice;


 


(vi)          except
as otherwise specifically provided in this Agreement, (A) make
any change in the compensation payable or to become payable
(1) to (x) any of its officers or directors, or
(y) employees, agents or consultants or to Persons providing
management services, in each case earning in excess of $50,000 per
annum, except as expressly required by any agreement now in effect;
or (2) other than in the ordinary course of business, to any
such employees, agents or consultants or to Persons providing
management services, in each case earning $50,000 or less per
annum; or (B) enter into or amend any employment, severance,
consulting, termination or other agreement or employee benefit plan
or make any loans to any of its officers, directors, employees,
Affiliates, agents or consultants or make any change in its
existing borrowing or lending arrangements or programs for or on
behalf of any of such Persons pursuant to an employee benefit plan
or otherwise;


 


(vii)         except
as otherwise specifically contemplated by this Agreement, pay or
make any accrual or arrangement for payment of any pension,
retirement allowance or other employee benefit pursuant to any
existing plan, agreement or arrangement to any officer, director,
employee or Affiliate or pay or agree to pay or make any accrual or
arrangement for payment to any officer, director, employee or
Affiliate of the Purchaser of any amount relating to unused
vacation days, except payments and accruals made in the ordinary
course of business consistent with past practice, adopt or pay,
grant, issue, accelerate or accrue salary or other payments or
benefits pursuant to any pension, profit-sharing, bonus, extra
compensation, incentive, deferred compensation, stock purchase,
stock option, stock appreciation right, group insurance, severance
pay, retirement or other employee benefit plan, agreement or
arrangement, or any employment or consulting agreement with or for
the benefit of any director, officer, employee, agent or
consultant, whether past or present other than in accordance with
employee benefit plans, agreements, or arrangements as in effect on
the date hereof, except payments made in the ordinary course of
business consistent with past practice, or amend in any respect any
such existing plan, agreement or arrangement in a manner
inconsistent with the foregoing;


 


28



 







 






 


(viii)        neither
the Purchaser nor any Subsidiary of the Purchaser shall permit any
of its properties or assets to fail to be covered by insurance
policies reflecting coverage that is consistent with their past
practice;


 


(ix)          neither
the Purchaser nor any Subsidiary of the Purchaser shall pay,
repurchase, discharge or satisfy any of its claims, liabilities or
obligations (absolute, accrued, asserted or unasserted, contingent
or otherwise), other than in the ordinary course of business and
payment of reasonable professional fees and expenses related to the
transactions contemplated herein;


 


(x)           neither
the Purchaser nor any Subsidiary of the Purchaser will adopt a plan
of complete or partial liquidation, dissolution, merger,
consolidation, restructuring, recapitalization or other
reorganization of the Purchaser or any Subsidiary (other than the
Securities Exchange);


 


(xi)          neither
the Purchaser nor any Subsidiary of the Purchaser will change any
of the accounting methods used by it unless required by GAAP or
(ii) make any material election relating to Taxes, change any
material election relating to Taxes already made, adopt any
material accounting method relating to Taxes, change any material
accounting method relating to Taxes unless required by GAAP, enter
into any closing agreement relating to Taxes, settle any claim or
assessment relating to Taxes or consent to any claim or assessment
relating to Taxes or any waiver of the statute of limitations for
any such claim or assessment or file any amended Tax Return or
claim for refund, except, provided that in each case the Purchaser
has afforded the Company an opportunity for review;


 


(xii)         neither
the Purchaser nor any Subsidiary of the Purchaser will take, or
agree to commit to take, any action that would or is reasonably
likely to result in (A) any representation or warranty in
Article IV hereof being untrue or incorrect in any material
respect, or (B) any of the conditions to the consummation of
the transactions contemplated hereby set forth in Article VI
hereof not being satisfied; or


 


(xiii)        neither
the Purchaser nor any of its Subsidiaries will enter into an
agreement, contract, commitment or arrangement to do any of the
foregoing, or to authorize, recommend, propose or announce an
intention to do any of the foregoing.


 


Section
5.2            Access;
Confidentiality.


 


(a)          Except
as limited by the terms of any confidentiality agreement or
provision in effect on the date of this Agreement, each of the
Company and the Purchaser shall (and shall cause each of its
respective Subsidiaries to) afford to the officers, employees,
accountants, counsel and other authorized representatives of the
other party reasonable access during normal business hours upon
reasonable notice, throughout the period prior to the earlier of
the Closing Date or the Termination Date, to its properties,
officers, facilities, employees, contracts, commitments, books and
records (including but not limited to Tax Returns and supporting
work papers) and any report, schedule or other document filed or
received by it pursuant to the requirements of federal or state
securities laws and shall (and shall cause each of its Subsidiaries
to) furnish to such other party such additional financial and
operating data and Tax and other information as to its and its
Subsidiaries’ respective businesses and properties as such
other party may from time to time reasonably


 


29



 







 






 


request.  Each
party will use its best efforts to minimize any disruption to the
businesses of the other party and its Subsidiaries which may result
from the requests for data and information
hereunder.  Each party shall use its best efforts to
obtain the waiver of any confidentiality agreements restricting the
other party’s access to information.  No
investigation pursuant to this Section 5.2(a) shall affect any
representation or warranty in this Agreement of any party hereto or
any condition to the obligations of the parties
hereto.


 


 


          
    Section
5.3            Reasonable
Best Efforts; Further Assurances.


 


(a)          Subject
to the terms and conditions of this Agreement and applicable law,
each of the parties shall act in good faith and use reasonable best
efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, all things necessary, proper or advisable to
consummate and make effective the transactions contemplated by this
Agreement as soon as practicable.  Without limiting the
foregoing, the parties shall (and shall cause their respective
Subsidiaries, and use reasonable best efforts to cause their
respective affiliates, directors, officers, employees, agents,
attorneys, accountants and representatives, to) (i) consult
and cooperate with and provide assistance to each other in the
preparation of the Offer Documents and all necessary amendments or
supplements thereto; (ii) obtain all consents, approvals,
waivers, licenses, permits, authorizations, registrations,
qualifications or other permissions or actions by, and give all
necessary notices to, and make all filings with and applications
and submissions to, any Governmental Entity or other Person
necessary in connection with the consummation of the transactions
contemplated by this Agreement as soon as reasonably practicable;
and (iii) provide all such information concerning such party,
its Subsidiaries and its officers, directors, employees, partners
and affiliates as may be necessary or reasonably requested in
connection with any of the foregoing.  Prior to making
any application to or filing with a Governmental Entity or other
entity in connection with this Agreement, each party shall provide
the other party with drafts thereof and afford the other party a
reasonable opportunity to comment on such drafts.


 


(b)          Notwithstanding
the foregoing, nothing in this Agreement shall be deemed to require
the Purchaser or the Company to commence any litigation against any
entity in order to facilitate the consummation of the Securities
Exchange or to defend against any litigation brought by any
Governmental Entity seeking to prevent the consummation
thereof.


 


(c)          The
Company and the Purchaser shall keep the other reasonably apprised
of the status of matters relating to completion of the transactions
contemplated hereby, including promptly furnishing the other with
copies of notices or other communications received by the Purchaser
or the Company, as the case may be, or any of their respective
Subsidiaries, from any third party and/or any Governmental Entity
with respect to the transactions contemplated by this
Agreement.


 


30



 







 






 


           
   Section
5.4            Takeover
Statutes.


 


If any
“fair price,” “moratorium,” “control
share acquisition” or other form of anti-takeover statute or
regulation shall become applicable to the transactions contemplated
hereby, each of the Company and the Purchaser and the members of
their respective Boards of Directors shall grant such approvals and
take such actions as are reasonably necessary so that the
transactions contemplated hereby may be consummated as promptly as
practicable on the terms contemplated hereby and otherwise act to
eliminate or minimize the effects of such statute or regulation on
the transactions contemplated hereby.


 


           
   Section
5.5            No
Solicitation.


 


(a)          The
Company shall not, and shall cause each of its Subsidiaries, and
the Representatives (as hereinafter defined) of the Company and its
Subsidiaries, not to, directly or indirectly:


 


(i)      
     initiate, solicit, encourage or
knowingly facilitate (including by way of furnishing information or
assistance) any inquiries or expressions of interest or the making
of any proposal or offer that constitutes, or could reasonably be
expected to lead to an Acquisition Proposal;


 


(ii)           have
any discussions with or provide any nonpublic information or data
to any person relating to an Acquisition Proposal, or engage in any
negotiations concerning an Acquisition Proposal, or knowingly
facilitate any effort or attempt to make or implement an
Acquisition Proposal;


 


(iii)          approve
or recommend, or propose publicly to approve or recommend, any
Acquisition Proposal;


 


(iv)           approve
or recommend, or propose to approve or recommend, or execute or
enter into, any letter of intent, agreement in principle, merger
agreement, asset purchase or share exchange agreement, option
agreement or other similar agreement; or


 


(v)    
       agree to do any of the
foregoing related to any Acquisition Proposal.


 


(b)          The
Purchaser shall not, and shall cause each of its Subsidiaries, and
the Representatives (as hereinafter defined) of the Purchaser and
its Subsidiaries, not to, directly or indirectly:


 


(i)     
      initiate, solicit, encourage or
knowingly facilitate (including by way of furnishing information or
assistance) any inquiries or expressions of interest or the making
of any proposal or offer that constitutes, or could reasonably be
expected to lead to an Acquisition Proposal;


 


(ii)           have
any discussions with or provide any nonpublic information or data
to any person relating to an Acquisition Proposal, or engage in any
negotiations concerning an Acquisition Proposal, or knowingly
facilitate any effort or attempt to make or implement an
Acquisition Proposal;


 


31



 







 






 


(iii)          approve
or recommend, or propose publicly to approve or recommend, any
Acquisition Proposal; or


 


(iv)           approve
or recommend, or propose to approve or recommend, or execute or
enter into, any letter of intent, agreement in principle, merger
agreement, asset purchase or share exchange agreement, option
agreement or other similar agreement; or


 


(v)     
      agree to do any of the
foregoing related to any Acquisition Proposal.


 


(c)          Each
party agrees that it will immediately cease and cause its
respective Subsidiaries, and its and their respective
Representatives, to cease any and all existing activities,
discussions or negotiations with any third parties conducted
heretofore with respect to any Acquisition Proposal, and shall use
its reasonable best efforts to cause any such third parties in
possession of nonpublic information about it or any of its
Subsidiaries that was furnished by or on its behalf in connection
with any of the foregoing to return or destroy all such information
in the possession of any such third party or in the possession of
any Representative of any such third party, and it will not release
any third party from, or waive any provisions of, any
confidentiality or standstill agreement to which it or any of its
Subsidiaries is a party with respect to any Acquisition
Proposal.


 


As used
herein “Acquisition Proposal” shall mean any proposal
or offer that constitutes, or could reasonably be expected to lead
to (x) a proposal or offer with respect to a merger,
reorganization, share exchange, consolidation, business
combination, recapitalization, liquidation, dissolution or similar
transaction involving, or any purchase directly or indirectly
(including by way of lease, exchange, sale, mortgage, pledge,
tender offer, exchange offer or otherwise, as may be applicable) of
10% or more of the assets of or equity interests (in economic or
voting power) in a party or any of its Subsidiaries, excluding, in
the case of the Company, a proposal or offer made by Purchaser or
an affiliate thereof, (y) a breach of this Agreement or any
interference with the completion of the Offer, or (z) any
public announcement of a proposal, plan or intention to do any of
the foregoing or any agreement to engage in any of the
foregoing.


 


As used
herein, “Representative” means, with respect to any
person, any officer, director, employee, affiliate, agent,
representative or advisor, including any investment banker,
attorney or accountant retained by such person or any of its
Subsidiaries.


 


       
       Section
5.6     
      Public
Announcements.


 


Purchaser
and the Company agree that neither one of them will issue any press
release or otherwise make any public statement or respond to any
press inquiry with respect to this Agreement or the transactions
contemplated hereby without the prior approval of the other party
(which approval will not be unreasonably withheld or delayed),
except as contemplated by the Offer or as may be required by
applicable law or the rules of any stock exchange on which such
party’s securities are listed.


 


32



 







 






 


Section
5.7            Disclosure
Schedule Supplements; Notice of Certain Matters.


 


(a)          From
time to time after the date of this Agreement and prior to the
Closing Date, each party will promptly supplement or amend the
Company Disclosure Schedule or the Purchaser Disclosure Schedule,
as the case may be, with respect to any matter hereafter arising
which, if existing or occurring at or prior to the date of this
Agreement, would have been required to be set forth or described in
the Company Disclosure Schedule or Purchaser Disclosure Schedule or
which is necessary to correct any information in a schedule or in
any representation and warranty of such party which has been
rendered inaccurate thereby in any material respect; provided,
however, that the parties may not update Section 5.1 of the
Company Disclosure Schedule or Purchaser Disclosure Schedule, as
applicable.  For purposes of determining the accuracy of
the representations and warranties of the parties contained in this
Agreement in order to determine the fulfillment of the conditions
set forth in Article VI of this Agreement, each party’s
Disclosure Schedule shall be deemed to include only that
information contained therein on the date of this Agreement and
shall be deemed to exclude any information contained in any
subsequent supplement or amendment thereto.


 


(b)          Each
party shall give prompt notice to the other, of (i) the
occurrence or non-occurrence of any event the occurrence or
non-occurrence of which would cause any representation or warranty
contained in this Agreement to be untrue or inaccurate in any
material respect at or prior to the Closing Date, and (ii) any
material failure of such party to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied
by it hereunder; provided, however, that the delivery of any notice
pursuant to this Section 5.8 shall not limit or otherwise
affect the remedies available hereunder to the party receiving such
notice.


 


          
    Section
5.8            Audited
Financial Statements.


 


The
Purchaser shall retain a PCAOB registered firm in the USA, to act
as its independent public accountants, and shall work with the
Company to assist with the preparation of it’s financial
statements for the purpose of providing audited financial
statements prepared in accordance with US GAAP for the
Company’s fiscal year ended July 31, 2015 and 2016 following
the completion and Closing of the transaction date.


 


           
   Section
5.9          [RESERVED]


 


Section
5.10          [RESERVED]


 


          
    Section
5.11          Resignation
of Purchaser President, CEO and CFO


 


At the
Closing Date, the Purchaser shall secure the resignations of the
Purchaser’s President and CEO and CFO to enable the
Company’s designee to be elected as the Purchaser President
and CEO and CFO, subject to Section 14(f) of the Exchange Act
and Rule 14f-1 promulgated thereunder.


 



ARTICLE VI - CONDITIONS PRECEDENT


 


         
     Section
6.1            Conditions
to Each Party’s Obligation to Consummate the Securities
Exchange.


 


The
respective obligation of each party to this Agreement to consummate
the Securities Exchange is subject to the satisfaction or waiver on
or prior to the Closing Date of each of the following
conditions:


 


33



 







 






 


(a)          No
Injunctions, Restraints or Illegality.  No Governmental
Entity having jurisdiction over any party hereto shall have
enacted, issued, promulgated, enforced or entered any order, writ,
injunction, decree, judgment, permit, license, ordinance, law,
statute, rule or regulation, whether temporary, preliminary or
permanent, that make illegal, enjoin or otherwise prohibit
consummation of the Offer, the Securities Exchange or the other
transactions contemplated by this Agreement.


 


(b)          Governmental
Consents.  All consents, approvals and other
authorizations of any Governmental Entity set forth in
Section 6.1 of the Company Disclosure Schedule and the
Purchaser Disclosure Schedule and required to consummate the
Securities Exchange and the other transactions contemplated by this
Agreement shall have been obtained, free of any condition that
would reasonably be expected to have a Company Material Adverse
Effect, a Purchaser Material Adverse Effect or a material adverse
effect on Purchaser’s ability to consummate the transactions
contemplated by this Agreement.


 


(c)          Delivery
of Company Capital Stock.  Stockholders owning 75% or
more of the Company’s Capital Stock have accepted the Offer
and such acceptance has become unconditional.


 


(d)          Applicable
Exemption from Registration under the Securities
Act.  The parties shall be satisfied that the issuance of
the Exchange Shares and the IMA Options to the shareholders of the
Company in connection with the Securities Exchange shall be exempt
from registration pursuant to Section 4(2) of the Securities Act,
Regulation S or Regulation D as promulgated under the Securities
Act, or any other applicable exemption therefrom.


 


(e)          Form
8-K.  A final draft of a Current Report on Form 8-K (the
“Form 8-K”), which discloses the Purchaser’s
entering into this Agreement, shall have been approved by the
Purchaser, the Company and their respective legal
advisors.  The Form 8-K shall be filed with the SEC
within four (4) business days after the Closing Date.


 


       
       Section
6.2            Conditions
to Obligations of Purchaser.


 


The
obligations of Purchaser to consummate the Securities Exchange are
also subject to the satisfaction or waiver by Purchaser on or prior
to the Closing Date of the following conditions:


 


(a)          Representations
and Warranties.  (i) The representations and
warranties of the Company set forth in Article III of this
Agreement shall be true and correct in all respects (without giving
effect to any limitation indicated by the words “Company
Material Adverse Effect,” “in all material
respects,” “in any material respect,”
“material” or “materially”) when made and
as of immediately prior to the Closing Date, as if made at and as
of such time (except those representations and warranties that
address matters only as of a particular date, which shall be true
and correct in all respects as of that date), except where the
failure of such representations and warranties to be so true and
correct would not reasonably be expected to have, individually or
in the aggregate, a Company Material Adverse Effect and
(ii) the representations and warranties contained in
Section 3.2 shall be true and correct in all respects when
made and as of immediately prior to the Closing Date, as if made at
and as of such time.


 


(b)          Performance
of Covenants.  The Company shall have performed in all
material respects all obligations, and complied in all material
respects with the agreements and covenants, required to be
performed by or complied with by it hereunder.


 


34



 







 






 


(c)          Company
Material Adverse Effect.  Since the date of this
Agreement, there shall not have been any Company Material Adverse
Effect or any event, change or effect that would, individually or
in the aggregate, reasonably be expected to have a Company Material
Adverse Effect.


 


(d)          Officers
Certificate.  The Purchaser will have received a
certificate, signed by the chief executive officer or chief
financial officer of the Company, certifying as to the matters set
forth in Section 6.2(a)(b) and (c) hereof.


 


        
      Section
6.3            Conditions
to Obligation of the Company.


 


The
obligation of the Company to effect the Securities Exchange is also
subject to the satisfaction or waiver by the Company on or prior to
the Closing Date of the following conditions:


 


(a)          Representations
and Warranties.  The representations and warranties of
Purchaser set forth in Article IV of this Agreement shall be
true and correct in all respects (without giving effect to any
limitation indicated by the words “material adverse
effect,” “in all material respects,” “in
any material respect,” “material” or
“materially”) when made and as of immediately prior to
the Closing Date, as if made at and as of such time (except those
representations and warranties that address matters only as of a
particular date, which shall be true and correct in all respects as
of that date), except where the failure of such representations and
warranties to be so true and correct would not reasonably be
expected to have, individually or in the aggregate, a material
adverse effect on Purchaser’s ability to consummate the
transactions contemplated by this Agreement.


 


(b)          Performance
of Covenants.  Purchaser shall have performed in all
material respects all obligations, and complied in all material
respects with the agreements and covenants, required to be
performed by or complied with by it hereunder.


 


(c)          Purchaser
Material Adverse Effect.  Since the date of this
Agreement, there shall not have been any Purchaser Material Adverse
Effect or any event, change or effect that would, individually or
in the aggregate, reasonably be expected to have a Purchaser
Material Adverse Effect.


 


(d)          Officers
Certificate.  The Company will have received a
certificate, signed by an officer of Purchaser, certifying as to
the matters set forth in Section 6.3(a), (b)
and (c).


 


 



ARTICLE VII - ADDITIONAL SHARE ISSUANCES


 


        
      Section
7.1            Survival.


 


Notwithstanding
the provisions of Section 9.1 hereof, any claims asserted in good
faith with reasonable specificity (to the extent known at such
time) and in writing by notice from the non-breaching party to the
breaching party prior to the expiration date of the survival period
shall not thereafter be barred by the expiration of the relevant
representation or warranty and such claims shall survive until
finally resolved.


 


35



 







 






 


Section
7.2            Additional
Share Issuances to SSG Shareholders.


 


(a)          Subject
to the limitations set forth in clause (b) of this Section 7.2, the
Purchaser hereby covenants and agrees that each shareholder of the
Company who has accepted the share exchange offer for shares in the
Purchaser (the “Company Indemnitees”) shall receive
additional shares of IMA Common Stock in the event that there are
any losses, damages, liabilities, deficiencies, Actions, judgments,
claims (including, without limitation, third party claims) charges,
interest, penalties, fines, Taxes, diminution in value, costs and
expenses (including, but not limited to, legal, consultant,
accounting and other professional fees and the cost of pursuing any
insurance providers) (collectively, “Liabilities”)
which in any way, directly or indirectly, affect the Purchaser
resulting from, arising out of, or otherwise with respect
to:


 


(i)      
     any inaccuracy in or breach of any of
the representations or warranties of the Purchaser contained in
this Agreement or in any certificate or instrument delivered by or
on behalf of the Purchaser pursuant to this Agreement, as of the
date such representation or warranty was made or as if such
representation or warranty was made on and as of the Closing Date
(except for representations and warranties that expressly relate to
a specified date, the inaccuracy in or breach of which will be
determined with reference to such specified date); and


 


(ii)           any
claim by (A) any current or former shareholder of the Purchaser, or
any affiliate, trustee or beneficiary of any shareholder of the
Purchaser, based upon any alleged breach of fiduciary duty,
usurping corporate opportunity or similar breach of care, loyalty
or comparable claims by any officer, director or current or former
shareholder of the Purchaser occurring prior to Closing, whether or
not in connection with this Agreement or the transactions
contemplated by this Agreement or (B) any officer, director or
current or former shareholder of the Purchaser to indemnification
or contribution by the Purchaser with respect to acts occurring on
or prior to the Closing.


 


provided that for purposes of this
Section 7.2, any inaccuracy in or breach of any representation or
warranty shall be determined without regard to any materiality,
Material Adverse Effect or other similar qualification contained in
or otherwise applicable to such representation or
warranty.


 


(b)          Company
Indemnitees shall not receive additional shares of IMA Common Stock
pursuant to Section 7.2(a) until the aggregate amount of all
Liabilities which give rise to an additional share issuance under
Section 7.2(a) (“Purchaser Liabilities”) exceed
$100,000 (the “Purchaser Deductible”) and then only to
the extent that such Purchaser Liabilities exceed the Purchaser
Deductible; provided that only Purchaser Liabilities which
individually are in an amount of $10,000 or more shall be used to
calculate whether the Purchaser Deductible has been
satisfied.


 


36



 







 






 



ARTICLE VIII – TERMINATION


 


Section
8.1            Termination.


 


This
Agreement may be terminated and the other transactions contemplated
herein abandoned at any time prior to the Closing
Date:


 


(a)     
      by the mutual written consent
of the Company and the Purchaser;


 


(b)           [RESERVED]


 


(c)           [RESERVED];


 


(d)           by
either the Purchaser or the Company if (i) (1) the Offer
shall have expired without any shares of Company Capital Stock
being tendered for exchange pursuant thereto, or resulted in, the
failure of the shares of Company Capital Stock or SSG Options to
have been exchanged pursuant to the Offer; (ii) a statute,
rule, regulation or executive order shall have been enacted,
entered or promulgated prohibiting the consummation of the Offer or
the Securities Exchange substantially on the terms contemplated
hereby; or (iii) an order, decree, ruling or injunction shall
have been entered permanently restraining, enjoining or otherwise
prohibiting the consummation of the Offer or the Securities
Exchange substantially on the terms contemplated hereby and such
order, decree, ruling or injunction shall have become final and
non-appealable; provided, that the party seeking to terminate this
Agreement pursuant to this Section 8.1(d)(iii) shall have used
its reasonable best efforts to remove such order, decree, ruling or
injunction and shall not be in violation of
Section 5.4;


 


(e)           by
the Purchaser, if due to an occurrence or circumstance, other than
as a result of a breach by the Purchaser of its obligations
hereunder or under the Offer, resulting in a failure to satisfy any
condition set forth hereto, the Purchaser shall have
(i) failed to commence the Offer within 30 days following
the date of this Agreement, or (ii) terminated the Offer
without having accepted any shares of Company Capital Stock for
exchange thereunder;


 


38



 







 






 


        
      Section
8.2            Effect
of Termination.


 


In the
event of termination of this Agreement pursuant to
Section 8.1, written notice thereof shall forthwith be given
to the other party specifying the provision hereof pursuant to
which such termination is made, and this Agreement shall terminate
and be of no further force and effect (except for the provisions of
Sections 5.2(b) and 9.2 in the case of termination of
this Agreement at any time, and Section 5.5 in the case of a
termination following the exchange of shares of Company Capital
Stock pursuant to the Offer), and there shall be no other liability
on the part of the Purchaser or the Company or their respective
officers or directors except liability arising out of a willful
breach of this Agreement.  In the event of termination of
this Agreement pursuant to Section 8.1 prior to the expiration
of the Offer, the Purchaser will promptly terminate the Offer upon
such termination of this Agreement without the exchange of shares
of Company Capital Stock thereunder.


 



ARTICLE IX – MISCELLANEOUS


 


           
  Section
9.1             Survival
of Representations and Warranties.


 


The
representations and warranties in this Agreement and in any
instrument delivered pursuant to this Agreement shall survive for a
period of one year from the Closing Date.


 


         
     Section
9.2            Expenses.


 


Except
as otherwise expressly contemplated by this Agreement, all costs
and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party
incurring such costs and expenses.


 


          
    Section
9.3            Counterparts;
Effectiveness.


 


This
Agreement may be executed in two or more separate counterparts,
each of which shall be deemed to be an original but all of which
shall constitute one and the same agreement.  This
Agreement shall become effective when each party hereto shall have
received counterparts hereof signed by each of the other parties
hereto.


 


39



 







 






 


Section
9.4            Governing
Law; Jurisdiction


 


This
Agreement shall be governed by and construed in accordance with the
laws of the British Virgin Islands, without regard to the
principles of conflicts of laws thereof.  Each of the
parties hereto irrevocably consents to the exclusive jurisdiction
of any state or federal court within the British Virgin Islands, in
connection with any matter based upon or arising out of this
Agreement or the matters contemplated herein, agrees that process
may be served upon them in any manner authorized by the laws of the
British Virgin Islands for such persons and waives and covenants
not to assert or plead any objection that they might otherwise have
to such jurisdiction and such process.


 


       
       Section
9.5            Notices.


 


All
notices and other communications hereunder shall be in writing
(including telecopy or similar writing) and shall be effective
(a) if given by telecopy, when such telecopy is transmitted to
the telecopy number specified in this Section 9.5 and the
appropriate telecopy confirmation is received, or (b) if given
by any other means, when delivered at the address specified in this
Section 9.5:


 



To the Purchaser:


 


Interactive
Multi-Media Auction Corporation


Vanterpool
Plaza, 2nd
Floor


Wickhams
Cay I


Road
Town, Tortola


British
Virgin Islands


 


 



To the Company:


 


Stop
Sleep Go Limited


1027
Garratt Lane,


London,
SW17 0LN


United
Kingdom


 


 


 


 


40



 







 






 


copy
to:


 


 


        
      Section
9.6            Assignment;
Binding Effect.


 


Neither
this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent
of the other party.  Subject to the preceding sentence,
this Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted
assigns.  Any assignment not permitted under this
Section 9.6 shall be null and void.


 


          
    Section
9.7            Severability.


 


Any
term or provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability
without rendering invalid or unenforceable the remaining terms and
provisions of this Agreement in any other
jurisdiction.  If any provision of this Agreement is so
broad as to be unenforceable, such provision shall be interpreted
to be only so broad as is enforceable.


 


           
   Section
9.8            Enforcement
of Agreement.


 


The
parties hereto agree that money damages or other remedy at law
would not be sufficient or adequate remedy for any breach or
violation of, or a default under, this Agreement by them and that
in addition to all other remedies available to them, each of them
shall be entitled to the fullest extent permitted by law to an
injunction restraining such breach, violation or default or
threatened breach, violation or default and to any other equitable
relief, including, without limitation, specific performance,
without bond or other security being required.


 


           
   Section
9.9            Entire
Agreement; No Third-Party Beneficiaries.


 


This
Agreement together with the Disclosure Schedules and exhibits
hereto constitutes the entire agreement, and supersede all other
prior agreements and understandings, both written and oral, among
the parties, or any of them, with respect to the subject matter
hereof and thereof and, is not intended to and shall not confer
upon any Person other than the parties hereto any rights or
remedies hereunder.


 


          
    Section
9.10          Headings.


 


Headings
of the Articles and Sections of this Agreement are for convenience
of the parties only, and shall be given no substantive or
interpretive effect whatsoever.


 


41



 







 






 


Section
9.11          Additional
Definitions.


 


For the
purposes of this Agreement, except as otherwise expressly provided
or unless the context clearly otherwise requires:


 


“Action” means
any claim, action, cause of action, demand, lawsuit, arbitration,
inquiry, audit, notice of violation, proceeding, litigation,
citation, summons, subpoena or investigation of any nature, civil,
criminal, administrative, regulatory or otherwise, whether at law
or in equity.


 


“Affiliates”
shall mean, as to any Person, any other Person that, directly or
indirectly, controls, or is controlled by, or is under common
control with, such Person.  As used in the definition of
“affiliates,” “control” (including, with
its correlative meanings, “controlled by” and
“under common control with”) shall mean the possession,
directly or indirectly, of the power to direct or cause the
direction of management or policies of a Person, whether through
the ownership of securities or partnership or other ownership
interests, by contract or otherwise.


 


       
       “Code” shall
mean the Internal Revenue Code of 1986, as amended.


 


“IRS”
means the Internal Revenue Service.


 


“knowledge
of the Company” or “knowledge of the Purchaser”
any similar statement, means the knowledge of the officers of the
Company and its Subsidiaries, or the Purchaser and its
Subsidiaries, as the case may be, after reasonable inquiry,
excluding the Secretary and any Assistant Secretaries
thereof.


 


“Material
Adverse Effect” on or with respect to the Company or the
Purchaser, as the case may be, means such state of facts, event,
change or effect that has had, or would reasonably be expected to
have, a material adverse effect on (i) the business, results
of operations, prospects, assets or financial condition of the
Company and its Subsidiaries, taken as a whole, or the Purchaser
and its Subsidiaries, taken as a whole, as the case may be, or
(ii) the ability of such entity (or group) to consummate the
transactions contemplated by this Agreement, including any
substantial delay of the consummation of such
transactions.


 


“Person”
shall mean an individual, a corporation, a partnership, an
association, a trust or any other entity or organization,
including, without limitation, a Governmental Entity.


 


“Purchase
Date” shall mean the date of the first purchase of shares of
Company Capital Stock pursuant to the Offer.


 


“SEC”
shall mean the United States Securities and Exchange
Commission.


 


“Subsidiaries”
of the Company or the Purchaser shall mean any corporation or other
form of legal entity of which more than 50% of the outstanding
voting securities are on the date hereof directly or indirectly
owned by the Company or the Purchaser or in which the Company or
the Purchaser has the right to elect a majority of the members of
the board of directors or other similar governing
body.


 


42



 







 






 


Section
9.12          Interpretation.


 


(a)          When
a reference is made in this Agreement to a section or article, such
reference shall be to a section or article of this Agreement unless
otherwise clearly indicated to the contrary.


 


(b)          Whenever
the words “include,” “includes” or
“including” are used in this Agreement they shall be
deemed to be followed by the words “without
limitation.”


 


(c)          The
words “hereof”, “herein” and
“herewith” and words of similar import shall, unless
otherwise stated, be construed to refer to this Agreement as a
whole and not to any particular provision of this Agreement, and
article, section, paragraph, exhibit and schedule references are to
the articles, sections, paragraphs, exhibits and schedules of this
Agreement unless otherwise specified.


 


(d)          The
plural of any defined term shall have a meaning correlative to such
defined term, and words denoting any gender shall include all
genders.  Where a word or phrase is defined herein, each
of its other grammatical forms shall have a corresponding
meaning.


 


         
     (e)          A
reference to any party to this Agreement or any other agreement or
document shall include such party’s successors and permitted
assigns.


 


(f)    
      A reference to any legislation
or to any provision of any legislation shall include any
modification or re-enactment thereof, any legislative provision
substituted therefor and all regulations and statutory instruments
issued thereunder or pursuant thereto.


 


(g)          The
parties have participated jointly in the negotiation and drafting
of this Agreement.  In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this
Agreement.


 


           
   Section
9.13          Finders
or Brokers.


 


Neither
the Company nor the Purchaser nor any of their respective
Subsidiaries has employed any investment banker, broker, finder or
intermediary in connection with the transactions contemplated
hereby who would be entitled to any fee or any commission in
connection with or upon consummation of the Offer or the
Exchange.


 


         
     Section
9.14          Amendment
or Supplement.


 


At any
time prior to the Closing Date, this Agreement may be amended or
supplemented in any and all respects by written agreement of the
parties hereto, by action taken by their respective Boards of
Directors.


 


43



 







 






 


Section
9.15          Extension
of Time, Waiver, Etc.


 


At any
time prior to the Closing Date, any party may (a) extend the
time for the performance of any of the obligations or acts of any
other party hereto; (b) waive any inaccuracies in the
representations and warranties of any other party hereto contained
herein or in any document delivered pursuant hereto; or
(c) waive compliance with any of the agreements or conditions
of any other party hereto contained
herein.  Notwithstanding the foregoing, no failure or
delay by the Company or the Purchaser in exercising any right
hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right
hereunder.  Any agreement on the part of a party hereto
to any such extension or waiver shall be valid only if set forth in
an instrument in writing signed on behalf of such
party.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the date first above
written.


 


	


INTERACTIVE MULTI-MEDIA AUCTION CORPORATION


	
 


	


By: /s/ Julius Cesar Legayo De Vera/s/


	

Name:
Julius Cesar Legayo De Vera


	

Title:
Chief Executive Officer







 


	

 



STOP SLEEP GO LIMITED


	
 


	


By: /s/ Nicholas Hargreaves/s/


	

Name:
Nicholas Hargreaves


	

Title:
Chief Executive Officer







 



Signature Page to Agreement of Securities Exchange and Plan of
Reorganization


 


44



 







 






 



ANNEX A


 


 


 



Conditions to the Offer


 


The
capitalized terms used in this Annex A have the meanings set
forth in the attached Agreement, except that the term “this
Agreement” shall be deemed to refer to the attached
Agreement.


 


Notwithstanding
any other provision of the Offer, the Purchaser shall not be
required to accept for payment or, subject to any applicable rules
and regulations of the SEC, exchange, and may postpone the
acceptance for exchange for shares of Company Capital Stock
tendered, and, except as set forth in the Agreement, terminate the
Offer as to any shares of Company Capital Stock not then paid for
if (i) the Minimum Condition shall not have been satisfied at
the scheduled expiration date of the Offer, or
(ii) immediately prior to the expiration of the Offer, any of
the following conditions shall exist:


 


(a)           there
shall have been entered, enforced or issued by any Governmental
Entity, any judgment, order, injunction or decree (i) that
makes illegal, restrains or prohibits or makes materially more
costly the making of the Offer, the acceptance for payment of, or
payment for, any shares of Company Capital Stock by the Purchaser,
or the consummation of the Exchange; (ii) that prohibits or
limits materially the ownership or operation by the Company, the
Purchaser, or any of their Subsidiaries of all or any material
portion of the business or assets of the Company, the Purchaser or
any of their Subsidiaries, or compels the Company, the Purchaser,
or any of their Subsidiaries to dispose of or hold separate all or
any portion of the business or assets of the Company, the
Purchaser, or any of their Subsidiaries; (iii) that imposes or
confirms limitations on the ability of the Purchaser or any
affiliate of the
Purchaser to exercise full rights of ownership of any shares
of Company Capital Stock, including, without limitation, the right
to vote any shares of Company Capital Stock acquired by the
Purchaser pursuant to the Offer or otherwise on all matters
properly presented to the Company’s shareholders, including,
without limitation, the approval and adoption of this Agreement and
the transactions contemplated by this Agreement; (iv) that
requires divestiture by the Purchaser or any affiliate of
the Purchaser of any
shares of Company Capital Stock; or (v) that otherwise would
be reasonably expected to have a Material Adverse Effect on the
Company to the extent that it relates to or arises out of the
transaction contemplated by this Agreement or the
Purchaser;


 


(b)           there
shall have been any statute, rule, regulation, legislation or
interpretation enacted, enforced, promulgated, amended or, issued
by any Governmental Entity or deemed by any Governmental Entity
applicable to (i) the Purchaser, the Company or any Subsidiary
or affiliate of the Purchaser or the Company or (ii) any
transaction contemplated by this Agreement that is reasonably
likely to result, directly or indirectly, in any of the
consequences referred to in clauses (i) through (v) of
paragraph (a) above;


 


(c)           there
shall have occurred any changes, conditions, events or developments
that would have, or be reasonably expected to have, individually or
in the aggregate, a Material Adverse Effect on the
Company;


 


45



 







 






 


(d)           there
shall have occurred (i) any general suspension of, or
limitation on prices for, trading in securities on the
New York Stock Exchange other than a shortening of trading
hours or any coordinated trading halt triggered solely as a result
of a specified increase or decrease in a market index, (ii) a
declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States, (iii) any limitation
(whether or not mandatory) on the extension of credit by banks or
other lending institutions in the United States, (iv) the
commencement of a war, material armed hostilities or any other
material international or national calamity involving the United
States or (v) in the case of any of the foregoing existing at
the time of the commencement of the Offer, a material acceleration
or worsening thereof;


 


(e)           
(i) it shall have been publicly disclosed or the Purchaser
shall have otherwise learned that any Person, other than the
Purchaser or any of its affiliates, shall have acquired or entered
into a definitive agreement or agreement in principle to acquire
beneficial ownership (determined for the purposes of this paragraph
as set forth in Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of the then outstanding shares of Company Capital
Stock, or shall have been granted any option, right or warrant,
conditional or otherwise, to acquire beneficial ownership of 20% or
more of the then outstanding shares of Company Capital Stock, or
(ii) the Board of Directors of the Company or any committee
thereof shall have (A) withdrawn, modified or changed, in a
manner adverse to the Purchaser, the recommendation by such Board
of Directors or such committee of the Offer, the Exchange or this
Agreement, (B) approved or recommended, or proposed publicly
to approve or recommend, an Acquisition Proposal, (C) caused
the Company to enter into any agreement relating to any Acquisition
Proposal, or (D) resolved to do any of the
foregoing;


 


(f)      
     the Agreement shall have been
terminated in accordance with its terms;


 


(g)           the
Purchaser and the Company shall have agreed that the Purchaser
shall terminate the Offer or postpone the acceptance for exchange
of shares of Company Capital Stock thereunder; or


 


that,
in the reasonable good faith judgment of the Purchaser in any such
case, and regardless of the circumstances (including any action or
inaction by the Purchaser or any of its affiliates) giving rise to
any such condition, makes it inadvisable to proceed with such
acceptance for payment or payment.


 


The
foregoing conditions are for the benefit of the Purchaser and may
be asserted by the Purchaser regardless of the circumstances giving
rise to any such condition or may be waived by the Purchaser in
whole or in part at any time and from time to time in its
reasonable discretion.  The failure by the Purchaser at
any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right; the waiver of any such right
with respect to particular facts and other circumstances shall not
be deemed a waiver with respect to any other facts and
circumstances; and each such right shall be deemed an ongoing right
that may be asserted at any time and from time to
time.


 


46


 




 








 






 






EXHIBIT
A



to



Agreement of Securities Exchange and Plan of
Reorganization


 


 


 


Stop
Sleep Go Ltd: (Register of Members) – PRE and POST CLOSING OF
THE TRANSACTION


	

Company
Shareholder


 

	

Company
Shareholdings (PRE-CLOSING)


 

	

%
of Company share capital


 

	

Individual
Purchaser RESTRICTED Shareholdings POST-CLOSING


	

Nick
Hargreaves

	

51,300

	

39.58

	

 25,650,000


	

Thomas
Wenz

	

25,200

	

19.44

	

 12,600,000


	

Simon
Bathie

	

12,500

	

9.65

	

 6,250,000


	

Dan
Vogel

	

5,000

	

3.86

	

 2,500,000


	

Kafka
Inc.

	

6,000

	

4.63

	

 3,000,000


	

Laith Hasan Said
Abdel Khaleq

	

2,041

	

1.57

	

 1,020,500


	

Estmrar Holding
Limited

	

2,333

	

1.80

	

 1,166,500


	

Jason
Godwin

	

2,151

	

1.66

	

 1,075,500


	

Marco De
Angeli

	

3,240

	

2.50

	

 1,620,000


	

Mohammed Ahmed
Khaled Masri

	

1,724

	

1.33

	

 862,000


	

Nasser Ali
Khasawneh

	

855

	

0.66

	

 427,500


	

Omnia Opportunities
Limited

	

3,240

	

2.50

	

 1,620,000


	

Riaz
Rizvi

	

3,240

	

2.50

	

 1,620,000


	

Simon &
Alexandra Ross Skinner

	

2,151

	

1.66

	

 1,075,500


	

Czarine Suet Lin
Lau

	

2,151

	

1.66

	

 1,075,500


	

Philip BT Ventures
INC

	

6,480

	

5.00

	

 3,240,000


	

Total

	

129,606

	

100%

	

 64,803,000







 







47