{"id":43229,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-havenwood-ventures-inc-havenwood-acquisition-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-havenwood-ventures-inc-havenwood-acquisition-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-havenwood-ventures-inc-havenwood-acquisition-corp.html","title":{"rendered":"Agreement &#8211; Havenwood Ventures Inc., Havenwood Acquisition Corp. and IWC Services Inc."},"content":{"rendered":"<pre>\n                                   AGREEMENT\n\n                                 BY AND AMONG\n\n                           HAVENWOOD VENTURES, INC.\n\n                          HAVENWOOD ACQUISITION CORP.\n\n                                      AND\n\n                              IWC SERVICES, INC.\n\n\n\n                           DATED AS OF JULY 28, 1997\n\n \n                               TABLE OF CONTENTS\n \n                                                                            PAGE\n \nARTICLE I        THE MERGER                                                    1\nSECTION 1.01.    The Merger                                                    1\nSECTION 1.02.    Effective Time                                                2\n \nARTICLE II       REPRESENTATIONS AND WARRANTIES OF IWC                         2\nSECTION 2.01.    Organization and Qualification; Subsidiaries                  2\nSECTION 2.02.    Articles of Incorporation and By-Laws                         2\nSECTION 2.03.    Capitalization                                                3\nSECTION 2.04.    Authority                                                     3\nSECTION 2.05.    No Conflict; Required Filings and Consent                     3\nSECTION 2.06.    Permits; Compliance                                           4\nSECTION 2.07.    Financial Statements                                          4\nSECTION 2.08.    No Undisclosed Liabilities                                    4\nSECTION 2.09.    Absence of Certain Changes or Events                          4\nSECTION 2.10.    Absence of Litigation                                         4\nSECTION 2.11.    Taxes                                                         4\nSECTION 2.12.    Brokers                                                       5\nSECTION 2.13.    IWC Corporate Action                                          5\nSECTION 2.14.    Environmental Laws and Regulations                            5\n \nARTICLE III      REPRESENTATIONS AND WARRANTIES\n                 OF HAVENWOOD AND NEWCO                                        5\nSECTION 3.01.    Organization and Qualification                                6\nSECTION 3.02.    Articles of Incorporation and By-Laws                         6\nSECTION 3.03.    Capitalization                                                6\nSECTION 3.04.    Authority                                                     7\nSECTION 3.05.    No Conflict; Required Filings and Consents                    7\nSECTION 3.06.    Permits; Compliance                                           8\nSECTION 3.07.    Reports; Financial Statements                                 8\nSECTION 3.08.    Absence of Certain Changes or Events                          8\nSECTION 3.09.    No Undisclosed Liabilities                                    9\nSECTION 3.10.    Absence of Litigation                                         9\nSECTION 3.11.    Ownership of Newco; No Prior Activities                       9\nSECTION 3.12.    Taxes                                                         9\nSECTION 3.13.    Brokers                                                       9\nSECTION 3.14.    Environmental Laws and Regulations.                           9\nSECTION 3.15.    Contract Rights                                              10\nSECTION 3.16.    Employee Benefit Plans                                       10\nSECTION 3.17.    Public Offering.                                             10\n \nARTICLE IV       ADDITIONAL AGREEMENTS                                        11\nSECTION 4.01.    Appropriate Action; Consents; Filings                        11\nSECTION 4.02.    Tax Treatment; Pooling of Interests                          11\n \n\n \nSECTION 4.03.    Indemnification.                                             11\nSECTION 4.04.    Officers and Directors of Havenwood                          14\nSECTION 4.05.    Opinion of Counsel to Havenwood                              14\n \nARTICLE V        GENERAL PROVISIONS                                           14\nSECTION 5.01.    Effectiveness of Representations, Warranties and Agreements  15\nSECTION 5.02.    Notices                                                      15\nSECTION 5.03.    Certain Definitions                                          16\nSECTION 5.04.    Headings                                                     16\nSECTION 5.05.    Severability                                                 16\nSECTION 5.06.    Entire Agreement                                             16\nSECTION 5.07.    Assignment                                                   16\nSECTION 5.08.    Parties in Interest                                          16\nSECTION 5.09.    Failure or Indulgence Not Waiver; Remedies Cumulative        17\nSECTION 5.10.    Governing Law                                                17\nSECTION 5.11.    Jurisdiction                                                 17\nSECTION 5.12.    Counterparts                                                 17\n\n \n                                   AGREEMENT\n\n          AGREEMENT dated as of July __, 1997 ('Agreement'), among HAVENWOOD\nVENTURES, INC., a Delaware corporation ('Havenwood'), HAVENWOOD ACQUISITION\nCORP., a Texas corporation ('Newco'), and a wholly owned subsidiary of\nHavenwood, MARK LEIBOVIT, individually ('Leibovit'), REED SLATKIN individually\n('Slatkin') and IWC SERVICES, INC., a Texas corporation ('IWC').\n\n          WHEREAS, upon the terms and subject to the conditions of this\nAgreement and in accordance with the Texas Business Corporations Act ('TBCA'),\nNewco will merge with and into IWC (the 'Merger') as a result of which the\nstockholders of IWC will own together approximately 92% of the issued and\noutstanding shares of the common stock, $.00001 par value, of Havenwood (on a\nfully diluted basis);\n\n          WHEREAS, the Board of Directors of IWC has determined that the Merger\nis fair to, and in the best interests of, IWC and its stockholders; has approved\nand adopted this Agreement and the transactions contemplated herein; and this\nAgreement and the transactions contemplated herein have been approved by the\nstockholders of IWC;\n\n          WHEREAS, the Board of Directors of Havenwood has determined that the\nMerger is in the best interests of Havenwood and its stockholders and has\napproved and adopted this Agreement and the transactions contemplated herein;\n\n          WHEREAS, the Board of Directors of Newco has determined that the\nMerger is in the best interests of Newco and its stockholder and the Board of\nDirectors of Newco and Havenwood, as the sole stockholder of Newco, have\napproved and adopted this Agreement and the transactions contemplated herein;\n\n          WHEREAS, for Federal income tax purposes, it is intended that the\nMerger qualify as a reorganization under the provisions of section 368(a) of the\nUnited States Internal Revenue Code of 1986, as amended (the 'Code') and that\nthis Agreement and the Annexes hereto shall constitute a 'plan of\nreorganization' for the purposes of section 368 of the Code;\n\n          NOW, THEREFORE, in consideration of the foregoing and the respective\nrepresentations, warranties, covenants and agreements set forth in this\nAgreement, the parties hereto agree as follows:\n\n \n                                   ARTICLE I\n                                  THE MERGER\n\n          SECTION 1.01.  The Merger.  Upon the terms and subject to the\nconditions set forth in this Agreement, and in accordance with the TBCA, at the\nEffective Time (as defined in Section 1.02), Newco and IWC shall effect a merger\nby executing the Plan and Agreement of Merger (the 'Plan') in substantially the\nform attached hereto as Annex I, and by executing and filing Articles of Merger\n(the 'Articles'), substantially in the form attached hereto as Annex II, in the\nmanner provided in Article 5.04 of the TBCA.  As a result of the Merger, the\nseparate corporate existence of Newco shall cease and IWC shall continue as the\nsurviving corporation in the Merger (the 'Surviving Corporation').  The name of\nthe Surviving Corporation shall continue to be 'IWC SERVICES, INC.'  Prior to\nthe Merger, Havenwood shall, pursuant to the terms of the Subscription\nAgreement, a copy of which is attached as Annex III hereto (the 'Subscription\nAgreement'), issue and deliver to Newco shares of Havenwood Stock, Havenwood\nWarrants and Havenwood Options equivalent to the number of shares of Havenwood\nStock, the number of Havenwood Warrants and the number of Havenwood Options to\nbe transferred pursuant to the terms and provisions of the Plan.\n\n          SECTION 1.02.  Effective Time.  As promptly as practicable after the\nexecution and delivery of this Agreement by each of the parties hereto, the\nparties hereto shall cause the Merger to be consummated by filing the Articles\nwith the Secretary of State of the State of Texas, in such form as required by,\nand executed in accordance with the relevant provisions of the TBCA (the date\nand time of such filing being the 'Effective Time').\n\n\n                                  ARTICLE II\n                     REPRESENTATIONS AND WARRANTIES OF IWC\n\n          IWC hereby represents and warrants to Havenwood and Newco as follows\nthat:\n\n          SECTION 2.01.  Organization and Qualification; Subsidiaries.  Each of\nIWC, its wholly owned subsidiaries Hell Fighters, Inc., a Texas corporation, and\nInternational Well Control Services, Ltd., a Cayman Islands corporation, and its\n90%-owned subsidiary, IWC de Venezuela, S.A., a Venezuelan corporation\n(collectively the 'Subsidiaries'), is a corporation duly organized, validly\nexisting and in good standing under the laws of the jurisdiction of its\nincorporation or organization, has all requisite corporate or other power and\nauthority to own, lease and operate its properties and to carry on its business\nas it is now being conducted, and is duly qualified and in good standing to do\nbusiness in each jurisdiction in which the nature of the business conducted by\nit or the ownership or leasing of its properties makes such qualification\nnecessary. Hell Fighters, Inc., International Well Control Services, Ltd., and\nIWC de Venezuela, S.A. are IWC's only directly or indirectly owned subsidiaries.\n\n          SECTION 2.02.  Articles of Incorporation and By-Laws.  IWC has\nheretofore furnished to Havenwood complete and correct copies of the Articles of\nIncorporation and the By-Laws or the equivalent organizational documents, in\neach case as amended or restated, of IWC and the Subsidiaries.  Neither IWC nor\nany Subsidiary is in violation of any of the provisions of its respective\nArticles of Incorporation or By-Laws or equivalent organizational documents.\n\n \n          SECTION 2.03.  Capitalization.  (a) The authorized capital stock of\nIWC consists of 50,000,000 shares of common stock, $0.01 par value ('IWC\nCommon') and 5,000,000 shares of preferred stock, $0.01 par value ('IWC\nPreferred').  As of the date hereof (i) 6,740,000 shares of IWC Common and no\nshares of IWC Preferred, are issued and outstanding, all of the issued and\noutstanding shares of IWC Common are duly authorized, validly issued, fully paid\nand nonassessable and not subject to preemptive rights created by statute, IWC's\nArticles of Incorporation or By-Laws or any agreement to which IWC is a party or\nbound (ii) a presently indeterminate number of shares of IWC Common are reserved\nfor issuance upon the exercise of warrants to purchase shares of IWC Common\nhaving an aggregate value of $3,000,000 based on a conversion price equal to\none-half of the average closing bid price of the IWC Common during the 60-day\nperiod commencing 30 days after the completion of a public stock offering or\nbusiness combination transaction that results in the creation of a public market\nfor the IWC Common ('IWC Warrants') and (iii) 850,000 shares of IWC Common are\nreserved for issuance at a price of $1.00 per share upon the exercise of\noutstanding common stock purchase options ('IWC Options'). The IWC Common; IWC\nPreferred, IWC Warrants and IWC Options are referred to herein, collectively, as\nthe 'IWC Securities'). There are no bonds, debentures, notes or other\nindebtedness issued or outstanding having the right to vote on any matters on\nwhich IWC's stockholders may vote.  Except for the IWC Warrants and IWC Options\nset forth in Schedule 2.03(a), there are no options, warrants, calls or other\nrights (including registration rights), agreements, arrangements or commitments\npresently outstanding obligating IWC to issue, deliver or sell shares of its\ncapital stock or debt securities, or obligating IWC to grant, extend or enter\ninto any such option, warrant, call or other such right, agreement, arrangement\nor commitment.  Schedule 2.03(a) sets forth a true and complete list of all IWC\nWarrants and IWC Options, showing for each warrant or option holder the number\nof shares of IWC Common for which such warrants or options are exercisable (or\nthe basis for the determination thereof), the exercise price(s) thereof (or the\nbasis for the determination thereof), the date(s) of grant, the date(s) of\nexpiration and the vesting date(s) thereof, all as of the date hereof.\n\n          (b) In addition to the IWC Securities, IWC has previously sold\n$3,000,000 aggregate principal amount of 12% Senior Subordinated Notes due\nDecember 31, 2000 ('IWC Notes'). The IWC Notes are held beneficially and\nproportionally by the holders of IWC Warrants and immediately after the\nconsummation of the transactions contemplated hereby, IWC intends to offer the\nholders of IWC Notes an opportunity, for a period of 30 days, to convert such\nnotes into common stock at a price of $0.75 per share.\n\n          (c) All the outstanding shares of capital stock of the Subsidiaries\nare duly authorized, validly issued, fully paid and nonassessable and such\nshares are owned by IWC as set forth in Section 2.01 free and clear of any\nsecurity interests, liens, claims, pledges, agreements, limitations on voting\nrights, charges or other encumbrances of any nature whatsoever ('Encumbrances').\nThere are no options, warrants, calls or other rights (including registration\nrights), agreements, arrangements or commitments of any character to which IWC\nor any Subsidiary is a party relating to the issued or unissued capital stock\nof, or other equity interests in, any Subsidiary.\n\n          SECTION 2.04.  Authority.  IWC has all requisite corporate power and\nauthority to execute and deliver this Agreement, to perform its obligations\nhereunder and to consummate the transactions contemplated herein.  The execution\nand delivery of this Agreement and the\n\n \nconsummation of the transactions contemplated herein have been duly authorized\nby all necessary corporate action and no other corporate proceeding on the part\nof IWC is necessary to authorize this Agreement or to consummate the\ntransactions contemplated herein.  This Agreement has been duly executed and\ndelivered by IWC and, assuming the due authorization, execution and delivery\nthereof by Havenwood and Newco, constitutes the legal, valid and binding\nobligation of IWC enforceable in accordance with its terms (i) except as limited\nby bankruptcy, insolvency, reorganization, moratorium or other similar laws now\nor hereafter in effect relating to or affecting creditors' rights generally, and\nwithout limitation, the effect of statutory or other laws regarding fraudulent\nconveyances and preferential transfers and (ii) subject to the limitations\nimposed by general rules of equity (regardless of whether such enforceability is\nconsidered at law or in equity).\n\n          SECTION 2.05.  No Conflict; Required Filings and Consent.  (a)  The\nexecution and delivery of this Agreement by IWC does not, and the performance of\nthis Agreement by IWC will not (i) conflict with or violate the Articles of\nIncorporation or By-Laws, or the equivalent organizational documents, in each\ncase as amended or restated, of IWC or any Subsidiary, (ii) conflict with or\nviolate any federal, state, foreign or local law, statute, ordinance, rule,\nregulation, order, judgment or decree (collectively, 'Laws') in effect as of the\ndate of this Agreement and applicable to IWC or any Subsidiary or by which their\nrespective properties is bound or subject, or (iii) result in any breach of or\nconstitute a default (or an event that with notice or lapse of time or both\nwould become a default) under, or give to others any rights of termination,\namendment, acceleration or cancellation of, or require payment under, or result\nin the creation of an Encumbrance on, any of the properties or assets of IWC or\nany Subsidiary pursuant to any note, bond, mortgage, indenture, contract,\nagreement, lease, license, permit, franchise or other instrument or obligation\nto which IWC or any Subsidiary is a party or by which IWC or any Subsidiary or\ntheir respective properties is bound or subject except for breaches, defaults,\nevents, rights of termination, amendment, acceleration or cancellation, payment\nobligations or liens or Encumbrances that would not have a material adverse\neffect on the business, properties, assets, condition (financial or otherwise)\noperations or prospects of IWC and its Subsidiaries, taken as a whole ('IWC\nMaterial Adverse Effect').\n\n          (b) The execution and delivery of this Agreement by IWC does not, and\nthe performance of this Agreement by IWC will not, require IWC to obtain any\nconsent, approval, authorization or permit of, or to make any filing with or\nnotification to, any governmental or regulatory authority, domestic or foreign\n('Governmental Entities') based on laws, rules, regulations and other\nrequirements of Governmental Entities in effect as of the date of this\nAgreement, except for applicable requirements, if any, of (i) federal or state\nsecurities laws and the filing and recordation of appropriate merger documents\nas required by the TBCA and (ii) where the failure to obtain such consents,\napprovals, authorizations or permits, or to make such filings or notifications,\nwould not, either individually or in the aggregate, prevent IWC from performing\nits obligations under this Agreement or have a IWC Material Adverse Effect.\n\n          SECTION 2.06.  Permits; Compliance. IWC and each of its Subsidiaries\nis in possession of all franchises, grants, authorizations, licenses, permits,\neasements, variances, exemptions, consents, certificates, approvals and orders\nnecessary to own, lease and operate its properties and to carry on its business\nas it is now being conducted (collectively, the 'IWC Permits'), and there is no\naction, proceeding or investigation pending or, to the knowledge of\n\n \nIWC, threatened, regarding suspension or cancellation of any of IWC Permits.\nNeither IWC nor any Subsidiary is in conflict with, or in default or violation\nof (a) any Law applicable to IWC or any Subsidiary or by which any of their\nrespective properties is bound or subject or (b) any of the IWC Permits, except\nfor any such conflicts, defaults or violations which would not have a IWC\nMaterial Adverse Effect.\n\n          SECTION 2.07.  Financial Statements.  Attached hereto as Schedule\n2.07, the text of which is hereby incorporated herein by reference, are the\naudited consolidated financial statements of IWC as of April 30, 1997,\ncontaining the balance sheet of IWC and the related statement of operations and\nstatement of shareholders' equity for the period then ended (the 'IWC Financial\nStatements'), as well as the audited consolidated financial statements of Boots\n&amp; Coots, L.P. as of December 31, 1996, containing the balance sheet of Boots &amp; Coots and the related statement of operations and statement of shareholders'\nequity for the period then ended (the 'Boots &amp; Coots Financial Statements').  To\nthe best of IWC's knowledge, the IWC Financial Statements and the Boots &amp; Coots\nFinancial Statements have been prepared in accordance with generally accepted\naccounting principles and practices consistently followed by IWC and its\nSubsidiaries and Boots &amp; Coots and its subsidiaries throughout the periods\nindicated, and fairly present the consolidated financial position of IWC and its\nSubsidiaries and Boots &amp; Coots and its subsidiaries as of the dates thereof.\n\n          SECTION 2.08.  No Undisclosed Liabilities.  Except for the obligations\nof IWC set forth in that certain Asset Purchase Agreement dated July __, 1997\nbetween IWC and Boots &amp; Coots, L.P., a Colorado limited partnership, a true and\ncomplete copy of which is attached hereto as Exhibit 2.08, there are no\nliabilities of IWC or any Subsidiary of any kind whatsoever, whether accrued,\ncontingent, absolute, determined, determinable or otherwise, and there is no\nexisting condition, situation or set of circumstances which could reasonably be\nexpected to result in such a liability, other than liabilities fully reflected\nor reserved against on the IWC Financial Statements; and liabilities which,\nindividually or in the aggregate, would not have a IWC Material Adverse Effect.\n\n          SECTION 2.09.  Absence of Certain Changes or Events.  Except as and to\nthe extent disclosed herein since April 30, 1997, there has not been any\nsignificant change by IWC or any Subsidiary in their accounting methods,\nprinciples or practices or any circumstance which would constitute a IWC\nMaterial Adverse Effect.\n\n          SECTION 2.10.  Absence of Litigation.  Except as set forth in Schedule\n2.10 attached hereto, there is no claim, action, suit, litigation, proceeding,\narbitration or investigation of any kind, at law or in equity (including actions\nor proceedings seeking injunctive relief), pending or, to the knowledge of IWC,\nthreatened against IWC or any Subsidiary or any properties or rights of IWC or\nany Subsidiary and neither IWC nor any Subsidiary is subject to any continuing\norder of, consent decree, settlement agreement or other similar written\nagreement with, or, to the knowledge of IWC, continuing investigation by, any\nGovernmental Entity, or any judgment, order, writ, injunction, decree or award\nof any Governmental Entity or arbitrator, including, without limitation, cease-\nand-desist or other orders.\n\n          SECTION 2.11.  Taxes. IWC and each of its Subsidiaries has filed all\nfederal, state and local tax returns required by law, or has filed proper\nextensions, and has paid all Taxes (as\n\n \ndefined in Section 5.03 hereof), assessments and penalties due and payable.  The\nprovisions for Taxes, if any, reflected in the most recent balance sheet\nincluded in the IWC Financial Statements are adequate for any and all federal,\nstate, county and local taxes for the period ending on the date of that balance\nsheet and for all prior periods, whether or not disputed.  There are no present\ndisputes as to Taxes of any nature payable by IWC or any Subsidiary.\n\n          SECTION 2.12.  Brokers.  No broker, finder or investment banker is\nentitled to any brokerage, finder's or other fee or commission in connection\nwith the transactions contemplated in this Agreement based upon arrangements\nmade by or on behalf of IWC except for fees consisting of shares of IWC common\nstock that have been issued to Arizona Securities Group, Inc. or its designees.\n\n          SECTION 2.13.  IWC Corporate Action.  The Board of Directors of IWC\nhas by the unanimous vote of all directors present (a) determined that the\nMerger is advisable and fair and in the best interests of IWC and its\nstockholders, (b) approved the Merger in accordance with the applicable\nprovisions of the TBCA, (c) recommended the approval of this Agreement and the\nMerger by the holders of IWC Common and directed that the Merger be submitted\nfor consideration by IWC's stockholders and (d) obtained the unanimous consent\nof all holders of IWC Common, of a resolution approving the Merger and the\ntransactions contemplated in this Agreement.\n\n          SECTION 2.14.  Environmental Laws and Regulations.  (a) IWC and its\nSubsidiaries are in material compliance with all applicable foreign, federal\n(including but not limited to the Outer Continental Shelf Lands Act, the Clean\nWater Act, the Oil Pollution Act, the Resource Conservation and Recovery Act,\nthe Clean Air Act, the Comprehensive Environmental Response Compensation and\nLiability Act, the Occupational Safety and Health Act and the Hazardous\nMaterials Transportation Act), state and local laws and regulations and common\nlaw relating to pollution or protection of human health or the environment\n(including, without limitation, ambient air, surface water, ground water, land\nsurface or subsurface strata (collectively, 'Environmental Laws')), which\ncompliance includes, but is not limited to, the possession by IWC and its\nSubsidiaries of all material permits and other governmental authorizations\nrequired under applicable Environmental Laws, and compliance with the terms and\nconditions thereof and compliance with notification, reporting and registration\nprovisions under applicable Environmental Laws; neither IWC nor any Subsidiary\nhas received notice of, or, to the knowledge of IWC, is the subject of, any\naction, cause of action, claim, investigation, demand or notice by any person or\nentity alleging liability under or noncompliance with any Environmental Law\n('Environmental Claim'); and to the knowledge of IWC, there are no circumstances\nthat are reasonably likely to prevent or interfere with such material compliance\nin the future, or to require material expenditures to maintain such material\ncompliance in the future.\n\n          (b) There are no Environmental Claims that are pending or, to the\nknowledge of IWC or any Subsidiary, threatened against IWC or any Subsidiary,\nor, to the knowledge of IWC and its Subsidiaries, against any person or entity\nwhose liability for any Environmental Claim IWC or any Subsidiary has or may\nhave retained or assumed either contractually or by operation of law.\n\n          (c) To the knowledge of IWC and its Subsidiaries, there are no\ncircumstances\n\n \nthat could form the basis for an Environmental Claim against IWC or any\nSubsidiary, or against any person or entity whose liability for any\nEnvironmental Claim IWC or any Subsidiary has or may have retained or assumed\neither contractually or by operation of law.\n\n\n                                  ARTICLE III\n             REPRESENTATIONS AND WARRANTIES OF HAVENWOOD AND NEWCO\n\n          Havenwood and Newco hereby jointly and severally represent and warrant\nto IWC that:\n\n          SECTION 3.01.  Organization and Qualification.  Each of Havenwood and\nNewco is a corporation, duly organized, validly existing and in good standing\nunder the laws of the jurisdiction of its incorporation and has all requisite\npower and authority to own, lease and operate its properties and to carry on its\nbusiness as it is now being conducted, and is duly qualified and in good\nstanding to do business in each jurisdiction in which the nature of the business\nconducted by it or the ownership or leasing of its properties makes such\nqualification necessary.\n\n          SECTION 3.02.  Articles of Incorporation and By-Laws.  Havenwood has\nheretofore furnished to IWC a complete and correct copy of the Articles of\nIncorporation and the By-Laws, as amended or restated to the date hereof, of\neach of Havenwood and Newco.  Neither Havenwood nor Newco is in violation of any\nof the provisions of its Articles of Incorporation or By-Laws.\n\n          SECTION 3.03.  Capitalization. (a)  Prior to the execution of this\nagreement Havenwood had 258,365,000 shares of common stock ('Old Shares') issued\nand outstanding. In accordance with the requirements of Delaware Law,\nHavenwood's stockholders approved and Havenwood effected a 'reverse split' in\nthe ratio of one new share ('New Shares') for every 135 Old Shares held by a\nstockholder, provided, however, that no single stockholder's ownership was\nreduced to fewer than 100 New Shares. Immediately prior to the execution of this\nAgreement, certain principal stockholders of Havenwood surrendered a total of\n740,740 New Shares to Havenwood for cancellation, leaving a total of 1,173,074\nshares of Common Stock issued and outstanding.\n\n          (b) The authorized capital stock of Havenwood consists of 50,000,000\nshares of common stock, $.00001 par value ('Havenwood Common') and 5,000,000\nshares of preferred stock, $0.00001 par value ('Havenwood Preferred').  As of\nthe date hereof (before giving effect to the transactions contemplated herein)\n(i) 1,173,074 shares of Havenwood Common are issued and outstanding, all of\nwhich are duly authorized, validly issued, fully paid and nonassessable and not\nsubject to preemptive rights created by statute, Havenwood's Articles of\nIncorporation or By-Laws or any agreement to which Havenwood is a party or is\nbound and (ii) no shares of Havenwood Preferred are outstanding.  There are no\noptions, warrants, calls or other rights (including registration rights),\nagreements, arrangements or commitments presently outstanding obligating\nHavenwood to issue, deliver, sell or register shares of its capital stock or\ndebt securities, or obligating Havenwood to grant, extend or enter into any such\noption, warrant, call or other such right, agreement, arrangement or commitment.\n\n \n          (c) All of the outstanding shares of capital stock of Newco are duly\nauthorized, validly issued, fully paid and nonassessable, and are owned by\nHavenwood free and clear of any Encumbrances.  There are no options, warrants,\ncalls or other rights (including registration rights), agreements, arrangements\nor commitments of any character to which Havenwood or Newco is a party relating\nto the issued or unissued capital stock of, or other equity interests in, Newco\nor obligating Havenwood or Newco to grant, issue or sell any shares of the\ncapital stock of Newco; other than as contemplated in this Agreement and the\nSubscription Agreement between Havenwood and Newco.\n\n          (d) The shares of Havenwood Common issued to Newco and exchanged\npursuant to the Merger as contemplated herein, upon issuance in accordance with\nthis Agreement and the Plan, will be duly authorized, validly issued, fully paid\nand nonassessable and will not be subject to preemptive rights created by\nstatute, Havenwood's Articles of Incorporation or By-Laws or any agreement to\nwhich Havenwood is a party or is bound.\n\n          (e) The Havenwood Warrants issued to Newco and exchanged pursuant to\nthe Merger as contemplated herein, upon issuance in accordance with this\nAgreement and the Plan, will be duly authorized and validly issued, and\nconstitute the legal, valid and binding obligation of Havenwood enforceable in\naccordance with their terms.\n\n          (f) The Havenwood Options issued to Newco and exchanged pursuant to\nthe Merger as contemplated herein, upon issuance in accordance with this\nAgreement and the Plan, will be duly authorized and validly issued, and\nconstitute the legal, valid and binding obligation of Havenwood enforceable in\naccordance with their terms.\n\n          (g) Other than SST Productions, Inc., Havenwood does not have any\nsubsidiaries or own any interest in any enterprise (whether or not such\nenterprise is a corporation) except for Newco. Havenwood has either sold to\nthird parties, or dissolved in accordance with applicable law, all other\ncorporations, partnerships and other incorporated or unincorporated enterprises\nin which it has previously had an interest, regardless of whether such interest\narose from stock ownership, management control or otherwise.\n\n          SECTION 3.04.  Authority.  Each of Havenwood, Newco, Mark Leibovit and\nSlatkin has all requisite corporate or other appropriate power and authority to\nexecute and deliver this Agreement, to perform its obligations hereunder and to\nconsummate the transactions contemplated herein.  The execution and delivery of\nthis Agreement and the consummation of the transactions contemplated herein have\nbeen duly authorized by all necessary corporate action and no other corporate\nproceeding on the part of Havenwood or Newco (including, without limitation, any\napproval by the shareholders of Havenwood of this Agreement or the transactions\ncontemplated herein) is necessary to authorize this Agreement or to consummate\nthe transactions contemplated herein.  This Agreement has been duly executed and\ndelivered by Havenwood, Newco, Mark Leibovit and Slatkin and, assuming the due\nauthorization, execution and delivery hereof by IWC, constitutes the legal,\nvalid and binding obligation of Havenwood, Newco, Leibovit and Slatkin\nenforceable in accordance with its terms (i) except as limited by bankruptcy,\ninsolvency, reorganization, moratorium or other similar law now or hereafter in\neffect relating to or affecting creditors' rights generally, and without\nlimitation, the effect of statutory or other laws regarding fraudulent\nconveyances and preferential transfers and (ii) subject to the limitations\n\n \nimposed by general rules of equity (regardless of whether such enforceability is\nconsidered at law or in equity).\n\n          SECTION 3.05.  No Conflict; Required Filings and Consents.  (a) The\nexecution and delivery of this Agreement by Havenwood and Newco does not, and\nthe performance of this Agreement by Havenwood and Newco will not (i)  conflict\nwith or violate the Certificate of Incorporation or By-Laws, as amended or\nrestated, of Havenwood or Newco, (ii) conflict with or violate any Laws in\neffect as of the date of this Agreement applicable to Havenwood or Newco or by\nwhich any of their respective properties is bound, or (iii) result in any breach\nof or constitute a default (or an event that with notice or lapse of time or\nboth would become a default) under, or give to others any rights of termination,\namendment, acceleration or cancellation of, or require payment under, or result\nin the creation of a lien or Encumbrance on, any of the properties or assets of\nHavenwood or Newco pursuant to, any note, bond, mortgage, indenture, contract,\nagreement, lease, license, permit, franchise or other instrument or obligation\nto which Havenwood or Newco is a party or by which Havenwood or Newco or any of\ntheir respective properties is bound or subject except for breaches, defaults,\nevents, rights of termination, amendment, acceleration or cancellation, payment\nobligations or liens or Encumbrances that would not have a material adverse\neffect on the business, properties, assets, condition (financial or otherwise)\noperations or prospects of Havenwood and its subsidiaries, taken as a whole, or\non the transactions herein contemplated ('Havenwood Material Adverse Effect').\n\n          (b) The execution and delivery of this Agreement by Havenwood and\nNewco and the performance of this Agreement by Havenwood and Newco does not\nrequire Havenwood or Newco to obtain any consent, approval, authorization or\npermit of, or to make any filing with or notification to, any Governmental\nEntities, except for applicable requirements, if any, of (i) the Securities Act\nof 1933, as  amended (the 'Securities Act'), the Securities Exchange Act of\n1934, as amended (the 'Exchange Act') or the securities laws of any other\njurisdiction (the 'Blue Sky Laws'), the National Association of Securities\nDealers, and the filing and recordation of appropriate merger documents as\nrequired by TBCA and (ii) where the failure to obtain such consents, approvals,\nauthorizations or permits, or to make such filings or notifications, would not,\neither individually or in the aggregate, prevent Havenwood from performing its\nobligations under this Agreement or have a Havenwood Material Adverse Effect.\n\n          SECTION 3.06.  Permits; Compliance.  Each of Havenwood and Newco is in\npossession of all franchises, grants, authorizations, licenses, permits,\neasements, variances, exemptions, consents, certificates, approvals and orders\nnecessary to own, lease and operate its properties and to carry on its business\nas it is now being conducted (collectively, the 'Havenwood Permits'), and there\nis no action, proceeding or investigation pending or, to the knowledge of\nHavenwood, threatened, regarding suspension or cancellation of any of the\nHavenwood Permits.  Neither Havenwood nor Newco is in conflict with, or in\ndefault or violation of (a) any Law applicable to Havenwood or Newco or by which\nany of their respective properties is bound or subject or (b) any of the\nHavenwood Permits, except for any such conflicts, defaults or violations which\nwould not have a Havenwood Material Adverse Effect.  Neither Havenwood nor Newco\nhas received from any Governmental Entity any written notification with respect\nto possible conflicts, defaults or violations of Laws.\n\n \n          SECTION 3.07.  Reports; Financial Statements.  (a) Except as set forth\non Schedule 3.07, (x) Havenwood and its subsidiaries have filed (i) all forms,\nreports, statements and other documents required to be filed with (A) the\nSecurities and Exchange Commission ('SEC'), including, without limitation (1)\nall Annual Reports on Form 10-KSB, (2) all Quarterly Reports on Form 10-QSB, (3)\nall proxy statements relating to meetings of stockholders (whether annual or\nspecial), (4) all Reports on Form 8-K, (5) all other reports or registration\nstatements and (6) all amendments and supplements to all such reports and\nregistration statements (collectively, the 'Havenwood SEC Reports') and (B) any\napplicable Blue Sky Laws and (ii) all forms, reports, statements and other\ndocuments required to be filed with any other applicable federal or state\nregulatory authorities (all such forms, reports, statements and other documents\nin clauses (i) and (ii) of this Section 3.07(a) being referred to herein,\ncollectively, as the 'Havenwood Reports').  The Havenwood Reports were prepared\nin all material respects in accordance with the requirements of applicable Law\n(including, with respect to the Havenwood SEC Reports, the Securities Act and\nExchange Act, as the case may be, and the rules and regulations of the SEC\nthereunder applicable to such Havenwood SEC Reports) and (y) did not at the time\nthey were filed contain any untrue statement of a material fact or omit to state\na material fact required to be stated therein or necessary in order to make the\nstatements therein, in the light of the circumstances under which they were\nmade, not misleading.\n\n          (b) Each of the financial statements (including, in each case, any\nrelated notes thereto) contained in the Havenwood SEC Reports filed prior to or\non the date of this Agreement (i) have been prepared in accordance with, and\ncomplied as to form with, the published rules and regulations of the SEC and\ngenerally accepted accounting principles applied on a consistent basis\nthroughout the periods involved (except as otherwise noted therein) and (ii)\nfairly present the financial position of Havenwood as of the respective dates\nthereof and the results of its operations and cash flows for the periods\nindicated.\n\n          (c) To the best of Havenwood's knowledge after due inquiry, except as\nset forth on Schedule 3.07(c) hereto, Havenwood's auditors have issued no\nmanagement letters in connection with Havenwood's financial statements.\n\n          SECTION 3.08.  Absence of Certain Changes or Events.  Except as\ndisclosed in Schedule 3.08, and as and to the extent disclosed in the Havenwood\nSEC Reports filed prior to or on the date of this Agreement, there has not been\nany significant change by Havenwood in its accounting methods, principles or\npractices.\n\n          SECTION 3.09.  No Undisclosed Liabilities.  There are no liabilities\nof Havenwood, Newco or any subsidiary of any kind whatsoever, whether accrued,\ncontingent, absolute, determined, determinable or otherwise, and there is no\nexisting condition, situation or set of circumstances which could reasonably be\nexpected to result in such a liability, other than (a) liabilities fully\nreflected or reserved against on the balance sheet contained in Havenwood's 1996\nAnnual Report on Form 10-KSB for the fiscal year ended June 30, 1996 or in the\nunaudited consolidated balance sheet contained in the Quarterly Report on Form\n10-QSB for the fiscal quarter ended March 31, 1997; (b) liabilities under this\nAgreement and fees and expenses related thereto; and (c) liabilities which,\nindividually or in the aggregate would not have a Havenwood Material Adverse\nEffect.\n\n \n          SECTION 3.10.  Absence of Litigation.  There is no claim, action,\nsuit, litigation, proceeding, arbitration or, to the knowledge of Havenwood,\ninvestigation of any kind, at law or in equity (including actions or proceedings\nseeking injunctive relief), pending or, to the knowledge of Havenwood,\nthreatened against Havenwood or Newco or any properties or rights of Havenwood\nor Newco and neither Havenwood nor Newco is subject to any continuing order of,\nconsent decree, settlement agreement or other similar written agreement with,\nor, to the knowledge of Havenwood, continuing investigation by, any Governmental\nEntity, or any judgment, order, writ, injunction, decree or award of any\nGovernmental Entity or arbitrator, including, without limitation, cease and\ndesist or other orders.\n\n          SECTION 3.11.  Ownership of Newco; No Prior Activities.  (a) Newco was\nformed solely for the purpose of engaging in the transactions contemplated in\nthis Agreement.\n\n          (b) Except for obligations or liabilities incurred in connection with\nits incorporation or organization and the transactions contemplated in this\nAgreement and any other agreements or arrangements contemplated in this\nAgreement, Newco has not incurred, directly or indirectly, through any\nsubsidiary or affiliate, any obligations or liabilities or engaged in any\nbusiness activities of any type or kind whatsoever or entered into any\nagreements or arrangements with any person.\n\n          SECTION 3.12.  Taxes.  Havenwood has timely filed all returns or\nreports required to be filed with any taxing authority with respect to Taxes for\nany period ending on or before the Effective Time, taking into account any\nextension of time to file granted to or obtained on behalf of Havenwood or\nNewco, all Taxes shown to be payable on such returns or reports that are due\nprior to the Effective Time have been paid and, as of the date hereof, no\ndeficiency for any material amount of tax has been asserted or assessed by a\ntaxing authority against Havenwood or Newco and all liability for Taxes of\nHavenwood or Newco that are or will become due or payable with respect to\nperiods covered by the financial statements referred to in Section 3.07(b)\nhereof have been paid or adequately reserved for on such financial statements.\n\n          SECTION 3.13.  Brokers.  No broker, finder or investment banker is\nentitled to any brokerage, finder's or other fee or commission in connection\nwith the transactions contemplated in this Agreement based upon arrangements\nmade by or on behalf of Havenwood or Newco.\n\n          SECTION 3.14.  Environmental Laws and Regulations.  (a) Havenwood and\nNewco are in material compliance with all applicable Environmental Laws, which\ncompliance includes, but is not limited to, the possession by Havenwood and\nNewco of all material permits and other governmental authorizations required\nunder applicable Environmental Laws, and compliance with the terms and\nconditions thereof and compliance with notification, reporting and registration\nprovisions under applicable Environmental Laws; neither Havenwood nor Newco has\nreceived notice of, or, to the knowledge of Havenwood or Newco, is the subject\nof any Environmental Claim; and to the knowledge of Havenwood, there are no\ncircumstances that are reasonably likely to prevent or interfere with such\nmaterial compliance in the future, or to require material expenditures to\nmaintain such material compliance in the future.\n\n          (b) There are no Environmental Claims that are pending or, to the\nknowledge\n\n \nof Havenwood and Newco, threatened against Havenwood or Newco or, to the\nknowledge of Havenwood and Newco, against any person or entity whose liability\nfor any Environmental Claim Havenwood or Newco has or may have retained or\nassumed either contractually or by operation of law.\n\n          (c) To the knowledge of Havenwood and Newco, there are no\ncircumstances that could form the basis for an Environmental Claim against\nHavenwood or Newco, or against any person or entity whose liability for any\nEnvironmental Claim Havenwood or Newco has or may have retained or assumed\neither contractually or by operation of law.\n\n          SECTION 3.15.  Contract Rights.  Except for this Agreement and the\nagreements contemplated herein or as described on Schedule 3.15, neither\nHavenwood nor Newco is a party to or bound by any contract or agreement, whether\nwritten or oral, including, without limitation, any contract or agreement for\nemployment, consulting or similar services, for capital expenditures or the\nacquisition or construction of fixed assets, which constitutes any note, bond,\nindenture or other evidence of indebtedness or guaranty or security for\nindebtedness of others, for the sale of any asset, or the grant of any right or\noption to purchase such asset, which constitutes a lease, which purports to\nlimit the freedom of Havenwood or any of its affiliates to compete in any line\nof business or in any geographic area or to borrow money or incur indebtedness.\n\n          SECTION 3.16.  Employee Benefit Plans.\n\n          (a) Havenwood and Newco do not have, and have not had any employee\nbenefit plan (including, without limitation, any 'employee benefit plan,' as\ndefined in Section 3(3) of the ERISA), or any bonus, pension, profit sharing,\ndeferred compensation, incentive compensation, stock ownership, stock purchase,\nstock option, phantom stock, retirement, vacation, severance, disability, death\nbenefit, hospitalization, insurance or other plan, arrangement or understanding\n(whether or not legally binding).\n\n          (b) Havenwood and Newco are not parties to any collective bargaining\nagreement.\n\n          (c) Havenwood and Newco have no obligation for retiree health, medical\nor life insurance benefits under any plan or arrangement.\n\n          (d) Schedule 3.16 lists each employee of Havenwood and Newco and the\nterms of employment of each such employee.\n\n          SECTION 3.17.  Public Offering.  The initial public offering of\nHavenwood was a bona fide offering to the 'public' as such term is used and\ndefined in connection with offerings of securities subject to the Securities Act\nin material compliance with the Securities Act and the rules and regulations\npromulgated thereunder.  All shares issued in such offering were issued in\ncompliance with applicable Blue Sky Laws.  Attached hereto as Schedule 3.17 is a\ntrue and correct list, as of the date hereof, of the shareholders of Havenwood.\n\n \n                                  ARTICLE IV\n                             ADDITIONAL AGREEMENTS\n\n          SECTION 4.01.  Appropriate Action; Consents; Filings.  IWC and\nHavenwood shall each use its best efforts to (i) take, or cause to be taken, all\nappropriate action, and do, or cause to be done, all things necessary, proper or\nadvisable under applicable Law or otherwise to consummate and make effective the\ntransactions contemplated in this Agreement, (ii) obtain from any Governmental\nEntities any consents, licenses, permits, waivers, approvals, authorizations or\norders required to be obtained or made by Havenwood or IWC or any of their\nsubsidiaries in connection with the consummation of the transactions\ncontemplated herein, including, without limitation, the Merger, (iii) make all\nnecessary filings, and thereafter make any other required submissions, with\nrespect to this Agreement and the Merger required under (A) the Securities Act\nand the Exchange Act and the rules and regulations thereunder (in the case of\nHavenwood), and any other applicable federal or state securities laws and (B)\nany other applicable Law.  IWC and Havenwood shall furnish all information\nrequired for any application or other filing to be made pursuant to the rules\nand regulations of any applicable Law in connection with the transactions\ncontemplated in this Agreement.\n\n          SECTION 4.02.  Tax Treatment.  Each of IWC and Havenwood shall use its\nbest efforts to cause the Merger to qualify, and will not take any actions which\ncould prevent the Merger from qualifying, as a reorganization under the\nprovisions of section 368(a) of the Code.\n\n          SECTION 4.03.  Indemnification.  (a) Each of Havenwood, Leibovit and\nSlatkin (collectively the 'Indemnitors') jointly and severally covenants and\nagrees that it will indemnify the stockholders of IWC exchanging IWC Common, IWC\nWarrants and IWC Options in connection with the Merger ('IWC Stockholders') and\nHavenwood (after the Merger) from and against any Loss (as hereinafter defined)\nasserted against, resulting to, imposed upon or incurred or suffered, directly\nor indirectly (for example, on account of a Loss incurred by Havenwood after the\ndate hereof), by such IWC Stockholders or and Havenwood (after the Merger)\nresulting or arising from any of the following ('IWC Indemnified Claims'):\n\n          (i)  Any inaccuracy in any of the representations and warranties made\n               by Havenwood or Newco herein or in any exhibit or schedule\n               attached hereto or any facts or circumstances constituting such\n               inaccuracy; and\n\n          (ii) Any breach or nonfulfillment by Havenwood or Newco of the\n               covenants or agreements set forth herein or in any exhibit or\n               schedule attached hereto or any facts or circumstances\n               constituting such breach or nonfulfillment;\n\nprovided, however, that IWC Stockholders and Havenwood (after the Merger) shall,\nin the event of a claim for such indemnification, be entitled to reimbursement\nfor Losses in connection with such claim only as provided herein.\n\n     (b) IWC covenants and agrees that it will indemnify the stockholders of\nHavenwood prior to the Merger ('Havenwood Stockholders') from and against any\nLoss asserted against,\n\n \nresulting to, imposed upon or incurred or suffered, directly or indirectly (for\nexample, on account of a Loss incurred by Havenwood after the date hereof), by\nsuch Havenwood Stockholders resulting or arising from any of the following\n('Havenwood Indemnified Claims'):\n\n          (i)  Any inaccuracy in any of the representations and warranties made\n               by IWC herein or in any exhibit or schedule attached hereto or\n               any facts or circumstances constituting such inaccuracy; and\n\n          (ii) Any breach or nonfulfillment by IWC of the covenants or\n               agreements set forth herein or in any exhibit or schedule\n               attached hereto or any facts or circumstances constituting such\n               breach or nonfulfillment;\n\nprovided, however, that Havenwood Stockholders shall, in the event of a claim\nfor such indemnification, be entitled to reimbursement for Losses in connection\nwith such claim only as provided herein.\n\n     (c) As used herein, 'Loss' or 'Losses' shall mean any damage, liability or\nloss (including, without limitation, reasonable attorneys' fees and court costs\nand reasonable costs and expenses incident to, and amounts paid by the IWC\nStockholders or Havenwood (after the Merger), or any of their respective\naffiliates, in settlement of, any claim, suit, action or proceeding) sustained,\nincurred, paid or required to be paid by the IWC Stockholders or Havenwood\n(after the Merger), or any of their respective affiliates, after the date\nhereof, plus interest thereon at an annual rate of interest equal to the prime\nrate of interest of Texas Commerce Bank National Association from the date of\nsuch Loss to the date such claim is paid, provided that losses shall not be\nduplicative (with respect to the IWC Stockholders and Havenwood (after the\nMerger)) and shall be paid to the party or parties incurring such loss.\n\n     (d) The period of indemnity for Losses (the 'Indemnity Period') shall begin\non the date hereof and end at midnight on the second anniversary of the\nEffective Time, and upon such expiration, the Indemnitors shall have no further\nliability in respect of IWC Indemnified Claims and IWC shall have no further\nliability for Havenwood Indemnified Claims hereunder; provided, however, that if\nthere is an outstanding notice of claim at the expiration of the Indemnity\nPeriod, the Indemnity Period shall continue until each such indemnified claim or\nclaim related to such claimed Loss is resolved.  The Indemnity Period shall not\ncontinue as a result of the mere sending of a general notice of a claim\nunsupported by a reasonable basis for believing that grounds for indemnification\nexist; provided that the party receiving a notice which it believes meets the\nexception set forth in the preceding clause shall raise such objection within\nfive days of receipt thereof and the party sending such notice shall have five\ndays thereafter to amend such notice to identify the reasonable basis of such\nclaim.\n\n     (e) Notwithstanding anything to the contrary contained herein, IWC\nStockholders and Havenwood (after the Merger) shall not be permitted\nindemnification for any IWC Indemnified Claim until the Losses incurred with\nrespect to all IWC Indemnified Claims aggregate $20,000, in which event IWC\nStockholders shall be indemnified for the full value of all such IWC Indemnified\nClaims and the full value of all subsequent IWC Indemnified Claims for which,\nindividually, Losses in excess of $1,000 have been incurred or asserted.\n\n \n     (f) Notwithstanding anything to the contrary contained herein, Havenwood\nStockholders shall not be permitted indemnification for any Havenwood\nIndemnified Claim until the Losses incurred with respect to all Havenwood\nIndemnified Claims aggregate $50,000, in which event Havenwood Stockholders\nshall be indemnified for the full value of all such Havenwood Indemnified Claims\nand the full value of all subsequent Havenwood Indemnified Claims for which,\nindividually, Losses in excess of $1,000 have been incurred or asserted.\n\n     (g) Indemnification for a Havenwood Indemnified Claim shall be solely in\nthe form of issuance of additional shares of Havenwood Common to Havenwood\nStockholders (their successors, assigns and transferees) pro rata in accordance\nwith their ownership of Havenwood Stock equal to the aggregate amount of the\nLoss associated with such Havenwood Indemnified Claim through the date of\nissuance.  The value of such Havenwood Common for the purposes of this Section\n4.03 only in determining the number of shares to be issued to compensate\nHavenwood Stockholders for such Havenwood Indemnified Claim shall be fixed at\nthe fair market value per share determined by reference to the average closing\nbid price of the thirty (30) day period immediately preceeding the date payment\nis due hereunder.  No payment shall be required of the recipients of shares of\nHavenwood Common issued pursuant to this Section 4.03 in respect to such shares,\nand Havenwood shall provide for the transfer of funds from its surplus account\nto its stated capital account as necessary in relation to the aggregate par\nvalue of the shares so issued.\n\n     (h) A claim for indemnification hereunder shall be sent to Havenwood and\neach other Representative (as defined in subsection (i) hereof) by registered or\ncertified mail prior to the expiration of the Indemnity Period and shall set\nforth (i) a brief description of the nature of the potential or actual Loss, and\n(ii) the total amount of the Loss anticipated or incurred.  Upon receiving\nnotice, if the Representative receiving the notice rejects any Loss, such\nRepresentative shall give written notice of such rejection within thirty days\nafter the date of the notice of claim.  If no such rejection of a notice of a\nclaim shall be so sent within such 30-day period, Havenwood and the\nRepresentative receiving notice of a claim for any Loss shall be deemed to\nacknowledge the validity of such claim for the full amount thereof.  Each\nRepresentative shall endeavor to assert each claim for indemnification, if any,\npromptly after it has actual notice of such claim, even if it has not determined\nthe full amount of Loss associated with such claim.  In the event that the other\nRepresentative shall have made timely rejection of any such claim, and the\nparties shall have failed to resolve or compromise such claim within thirty days\nfrom the date the receiving Representative shall have mailed notice of such\nrejection, then such claim shall be settled by arbitration in Houston, Harris\nCounty, Texas.  Such arbitration shall be subject to the Texas General\nArbitration Act and the rules of the American Arbitration Association, in\naccordance with this Section.  After the initiation of arbitration, the parties\nshall attempt to agree upon one arbitrator.  In the absence of such agreement,\nthere shall be three arbitrators, one designated in writing by the\nRepresentative sending the notice and one designated in writing by the\nRepresentative receiving notice, both of which shall be designated within thirty\ndays after arbitration has been initiated.  The third arbitrator shall be chosen\nby the two designated arbitrators within forty days after arbitration has been\ninitiated.  All expenses of the arbitration shall be borne by the parties to the\narbitration as the arbitrator(s) shall determine.  Any award shall be a\nconclusive determination of the matter, shall be binding upon the parties and\nshall not be contested by them.  Within ten days after the liability for\nindemnity hereunder is finally established, whether by the agreement\n(constructive or otherwise) with a notice of claim,\n\n \nsettlement, arbitration or otherwise, payment shall be made in the amount of the\nLoss determined by the arbitrator(s) in accordance with the terms hereof.\n\n          (i)  Charles T. Phillips is hereby appointed to act as the agent and\nattorney-in-fact of the IWC Stockholders and Havenwood (after the Merger), in\nconnection with the performance of this Section 4.03, and Mark Leibovit is\nhereby appointed to act as the agent and attorney-in-fact of Havenwood\nStockholders in connection with the performance of this Section 4.03\n(individually a 'Representative' and collectively the 'Representatives'), each\nof whom shall have authority including, but not limited to, executing and\ndelivering for and on behalf of such parties all notices, receipts, approvals,\nconsents, waivers, agreements, papers, instruments and other documents in\nconnection herewith which such Representative deems necessary or appropriate,\nincluding, without limitation, in connection with any amendments to or waiver of\nany of the terms or provisions hereof, the granting of any consent hereunder,\nand in all other instances where the IWC Stockholders, Havenwood (after the\nMerger) or the Havenwood Stockholders, as appropriate, are required or permitted\nto take any action hereunder. Any instruments and other deliveries to be made or\ndelivered to any IWC Stockholders, Havenwood (after the Merger) or Havenwood\nStockholders pursuant to this Agreement may be made or delivered to or as\ndirected by the Representative of such parties, and upon any such payment or\ndelivery the other parties hereto shall have no further liability with respect\nthereto. The IWC Stockholders, and Havenwood (after the Merger) may, by the vote\nor consent of the holders of Havenwood Stock and Havenwood Warrants receiving a\nmajority of the Merger Consideration to be paid to IWC Stockholders hereunder,\nfrom time to time designate another person to serve as their Representative, and\nupon notice to the other parties hereto, such parties shall thereafter deal with\nsuch successor as if he were the Representative named herein. Havenwood\nStockholders may, by the vote or consent of the holders of Havenwood Stock on\nthe date hereof, from time to time designate another person to serve as their\nRepresentative, and upon notice to the other parties, such parties shall\nthereafter deal with such successor as if he were the Representative named\nherein. The appointment of each Representative or successor Representative shall\nbe coupled with an interest and shall be irrevocable and binding in all respects\nupon each of the IWC Stockholders, Havenwood (after the Merger) and Havenwood\nStockholders and his, her or its respective successors, assigns, heirs and\npersonal representatives.\n\n     SECTION 4.04.  Officers and Directors of Havenwood.  Prior to the date\nhereof, the board of directors of Havenwood has been increased in number in\naccordance with the Certificate of Incorporation and By-laws of Havenwood and\nthe General Corporation Law of Delaware, to ten (10) and, as of the date hereof,\nthe board of directors of Havenwood has, in accordance with the Certificate of\nIncorporation and By-laws of Havenwood and the General Corporation Law of\nDelaware, filled the vacancies on the board of directors resulting from such\nincrease in number by electing as directors of Havenwood: Larry H. Ramming,\nBrian Krause, Doug Johnson, K. Kirk Krist and Jerry Winchester, effective upon\nthe resignation of the members of the board of directors currently in office.\nImmediately following the closing hereof by Havenwood and Newco, the directors\nand officers of Havenwood and Newco currently in office shall tender their\nresignations effective immediately and the above named directors shall be the\nonly directors of Havenwood, until their death, resignation, removal from office\nor their successors are elected and qualified.\n\n     SECTION 4.05.  Opinion of Counsel to Havenwood.  In connection herewith and\nas a\n\n \ncondition hereto, Cohan, Cohen &amp; Flame, P.C., as counsel to Havenwood, shall\ndeliver to IWC a legal opinion to the effect that a vote of the stockholders of\nHavenwood is not required pursuant to Delaware law in order to approve the\nmerger or the transactions herein contemplated.\n\n\n                                   ARTICLE V\n                              GENERAL PROVISIONS\n\n          SECTION 5.01.  Effectiveness of Representations, Warranties and\nAgreements.  The representations, warranties and agreements of each party hereto\nshall remain operative and in full force and effect regardless of any\ninvestigation made by or on behalf of any other party hereto, any person\ncontrolling any such party or any of their officers or directors, whether prior\nto or after the execution of this Agreement.\n\n          SECTION 5.02.  Notices.  All notices and other communications given or\nmade pursuant hereto shall be in writing and shall be deemed to have been duly\ngiven or made as of the date delivered, mailed or transmitted, and shall be\neffective upon receipt, if delivered personally, mailed by registered or\ncertified mail (postage prepaid, return receipt requested) to the parties at the\nfollowing addresses (or at such other address for a party as shall be specified\nby like changes of address) or sent by electronic transmission to the telecopier\nnumber specified below:\n\n          (a)  If to Havenwood or Newco:\n\n               HAVENWOOD VENTURES, INC.\n               c\/o Cohan, Cohen &amp; Flame, P.C.\n               12301 Wilshire Boulevard, Suite 550\n               Los Angeles, California 90025\n               Attention:  Norman R. Cohen\n               Telecopier No.: (310) 207-6184\n\n          (b)  If to IWC:\n\n               IWC SERVICES, Inc.\n               5151 San Filipe, Suite 450\n               Houston, Texas  77056\n               Attention:  Larry H. Ramming\n               Telecopier No.:  (713) 621-7988\n\n               with a copy to:\n\n               Brown, Parker &amp; Leahy, L.L.P.\n               3600 Citicorp Center\n               1200 Smith Street\n               Houston, Texas  77002-4595\n               Attention:  William Heller\n               Telecopier No.:  (713) 654-1871\n\n \n          (c) If to Charles T. Phillips, as the IWC Representative:\n\n               c\/o IWC SERVICES, Inc.\n               5151 San Filipe, Suite 450\n               Houston, Texas  77056\n               Telecopier No.: (713) 621-7988\n\n          (d) If to Mark Leibovit, as the Havenwood Representative\n\n               c\/o Paradise Valley Securities, Inc.\n               11811 North Tatum Boulevard, Suite 4040\n               Phoenix, Arizona 85028\n               Telecopier No.: (602) 953-7989\n\n     After consummation of the Merger, notices to Havenwood shall be sent to the\naddress set forth for IWC.\n\n          SECTION 5.03.  Certain Definitions.  For purposes of this Agreement,\nthe term:\n\n          'knowledge' or 'known' shall mean, with respect to any matter in\nquestion, if an executive officer of IWC or Havenwood, as the case may be, has\nactual knowledge of such matter as of the date as of which such matter is\nrepresented;\n \n          'Person' means an individual, corporation, limited liability company,\npartnership, association, trust, unincorporated organization, other entity or\ngroup (as defined in Section 13(d) of the Exchange Act);\n\n          'Subsidiary' or 'Subsidiaries' of IWC or Havenwood or any other\nperson, means any corporation, limited liability company, partnership, joint\nventure or other legal entity of which IWC, Havenwood or such other person, as\nthe case may be (either alone or through or together with any other subsidiary),\nowns, directly or indirectly, 50% or more of the capital stock or other equity\ninterests the holders of which are generally entitled to vote for the election\nof the board of directors or other governing body of such corporation or other\nlegal entity;\n \n          'Tax' or 'Taxes' shall mean any and all taxes, charges, fees or\nlevies, payable to any federal, state, local or foreign taxing authority or\nagency, including, without limitation, (i) income, franchise, profits, gross\nreceipts, minimum, alternative minimum, estimated, ad valorem, value added,\nsales, use, service, real or personal property, capital stock, license, payroll,\nwithholding, disability, employment, social security, workers compensation,\nunemployment compensation, utility, severance, excise, stamp, windfall profits,\ntransfer and capital gains taxes, (ii) custom duties, imposts, charges, levies\nor other similar assessments of any kind, and (iii) interest, penalties and\nadditions to tax imposed with respect thereto.\n\n          SECTION 5.04.  Headings.  The headings contained in this Agreement are\nfor reference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n \n          SECTION 5.05.  Severability.  If any term or other provision of this\nAgreement is determined to be invalid, illegal or incapable of being enforced by\nany rule of law or public policy, all other conditions and provisions of this\nAgreement shall nevertheless remain in full force and effect so long as the\neconomic or legal substance of the transactions contemplated herein is not\naffected in any manner materially adverse to any party.  Upon such determination\nthat any term or other provision is invalid, illegal or incapable of being\nenforced, the parties hereto shall negotiate in good faith to modify this\nAgreement so as to effect the original intent of the parties as closely as\npossible in an acceptable manner to the end that the transactions contemplated\nhereby are fulfilled to the extent possible.\n\n          SECTION 5.06.  Entire Agreement.  This Agreement (together with the\nAnnexes, Schedules and Exhibits hereto) constitutes the entire agreement of the\nparties and supersedes all prior agreements and undertakings, both written and\noral, between the parties with respect to the subject matter hereof.\n\n          SECTION 5.07.  Assignment.  This Agreement shall not be assigned by\noperation of law or otherwise without the prior express written consent of the\nother parties hereto.\n\n          SECTION 5.08.  Parties in Interest.  This Agreement shall be binding\nupon and inure solely to the benefit of each party hereto, and nothing in this\nAgreement, express or implied (other than the provisions of Section 5.07), is\nintended to or shall confer upon any other person any right, benefit or remedy\nof any nature whatsoever under or by reason of this Agreement.\n\n          SECTION 5.09.  Failure or Indulgence Not Waiver; Remedies Cumulative.\nNo failure or delay on the part of any party hereto in the exercise of any right\nhereunder shall impair such right or be construed to be a waiver of, or\nacquiescence in, any breach of any representation, warranty or agreement herein,\nnor shall any single or partial exercise of any such right preclude other or\nfurther exercise thereof or of any other right.  All rights and remedies\nexisting under this Agreement are in addition to, and not exclusive of, any\nrights or remedies otherwise available.\n\n          SECTION 5.10.  Governing Law.  It is the intention of the parties that\nthe internal laws, and not the laws of conflicts, of the State of Texas shall\ngovern the enforceability and validity of this Agreement, the construction of\nits terms and the interpretation of the rights and duties of the parties;\nprovided, however, that with respect to matters of law concerning the internal\naffairs of any entity that is a party to or the subject of this Agreement, the\nlaw of the jurisdiction of organization of such entity shall govern.\n\n          SECTION 5.11.  Jurisdiction.  Each party hereby irrevocably submits to\nthe exclusive jurisdiction of the United States District Court for the Southern\nDistrict of Texas or any court of the State of Texas located in the City of\nHouston in any action, suit or proceeding arising in connection with this\nAgreement or the transactions contemplated herein, and agrees that any such\naction, suit or proceeding shall be brought only in such court (and waives any\nobjection based on forum non conveniens or any other objection to venue\ntherein); provided, however, that such consent to jurisdiction is solely for the\npurpose referred to in this Section 5.11 and shall not be deemed to be a general\nsubmission to the jurisdiction of said Courts or in the State of Texas other\nthan for such purpose.  All parties hereby waive any right to a trial by jury in\nconnection\n\n \nwith any such action, suit or proceeding; provided, however, that matters to be\nresolved through arbitration as specified herein shall be resolved only by such\narbitration, and the final arbitration award may thereafter be enforced as\nprovided in this Section 5.11.\n\n          SECTION 5.12.  Counterparts.  This Agreement may be executed in one or\nmore counterparts, and by the different parties hereto in separate counterparts,\neach of which when executed  shall be deemed to be an original but all of which\ntaken together shall constitute one and the same agreement.\n\n          SECTION 5.13  Amendment.  This Agreement may be amended only by\nwritten instrument executed by the parties hereto.\n\n          IN WITNESS WHEREOF, Havenwood, Newco, IWC, Leibovit and Slatkin have\ncaused this Agreement to be executed as of the date first written above by their\nrespective officer thereunto duly authorized.\n\n\n                         SIGNATURES ON FOLLOWING PAGE\n\n \n                                            HAVENWOOD VENTURES, INC.\n\n\n                                            By: \/s\/ MARK LEIBOVIT\n\n                                            Name:  Mark Leibovit\n\n                                            Title: President\nAttest:_______________________\n___________________, Secretary\n\n                                            HAVENWOOD ACQUISITION CORP.\n\n\n                                            By: \/s\/ JOHN L. PETERSEN\n\n                                            Name:  John L. Petersen\n\n                                            Title: President\nAttest:_______________________\n___________________, Secretary\n\n                                            MARK LEIBOVIT, INDIVIDUALLY\n\n                                            \/s\/ MARK LEIBOVIT\n\n \n                                            REED SLATKIN, INDIVIDUALLY\n\n                                            \/s\/ REED SLATKIN\n\n \n                                            IWC SERVICES, INC.\n\n\n                                            By: \/s\/ BRIAN KRAUSE\n\n                                            Name:  Brian Krause\n\n                                            Title: President\n\n        \/s\/ JENNIFER LANE\nAttest:_______________________\n___________________, Secretary\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9622,9626],"class_list":["post-43229","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43229","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43229"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43229"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43229"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43229"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}