Acquisition and Exchange Agreement dated October 4, 2007

 

Between

and

 

 

ARTICLE I                      REPRESENTATIONS, COVENANTS, AND WARRANTIES OF AAAA Media Services, Ltd.
1.01                      Organization	1
1.02                      Capitalization	1
1.03                      Financial Statements	2
1.04                      Information	2
1.05                      Options and Warrants	2
1.06                      Absence of Certain Changes or Events	2
1.07                      Litigation and Proceedings	2
1.08                      Contracts	3
1.09                      Material Contract Defaults	3
1.10                      No Conflict With Other Instruments	3
1.11                      Governmental Authorizations	3
1.12                      Compliance With Laws and Regulations	3
1.13                      Approval of Agreement	3
1.14                      Material Transactions or Affiliations	3
1.15                      AAAA Media Services, Ltd.   Schedules	4
1.16                      Payroll Taxes and Corporate Taxes	4
1.17                      Valid Obligation	4
ARTICLE II                                REPRESENTATIONS, COVENANTS, AND WARRANTIES OF PAIVIS CORP.
2.01                      Organization	4
2.02                      Capitalization	4
2.03                      Subsidiaries and Predecessor Corporations	4
2.04                      Securities Filings; Financial Statement	5
2.05                      Filing: Books and Records	5
2.06                      Information	5
2.07                      Options and Warrants	5
2.08                      Absence of Certain Changes or Events	5
2.09                      Litigation and Proceedings	6
2.10                      Contracts	6
2.11                      Material Contract Defaults	7
2.12                      No Conflict With Other Instruments	7
2.13                      Governmental Authorizations	7
2.14                      Compliance With Laws and Regulations	7
2.15                      Material Transactions or Affiliations	7
2.16                      Approval of Agreement	7

2.17                      Continuity of Business Enterprises	7
2.18                      PAIVIS CORP. Schedules	8
2.19                      Bank Account; Power of Attorney	8
2.20                      Valid Obligation	8
ARTICLE III                                PLAN OF EXCHANGE
3.01                      The Purchase and Exchange	9
3.02                      Federal Exercise Tax Refund	10
3.03                      Working Capital Financing	10
3.04                      Employment Agreement	10
3.05                      Closing Date and Place	10
3.06                      Changes and Interim Operations	10
3.07                      Closing Events	11
3.08                      Current Employees	11
3.09                      Business Planning	11
3.10                      Termination	11
ARTICLE IV                                SPECIAL COVENANTS
4.01                      Access to Properties and Records	11
4.02                      Delivery of Books and Records	12
4.03                      Third Party Consents and Certificates	12
4.04                      Consent of AAAA Media Services, Ltd.   . Shareholders	12
4.05                      Name Change	12
4.06                      PAIVIS Corporation Shareholder Meeting	12
4.07                      Actions Prior to Closing	12
4.08                      Sales Under Rule 144 or 145, If Applicable	12--
4.09                      Indemnification	12--
ARTICLE V                                CONDITIONS PRECEDENT TO OBLIGATIONS OF PAIVIS CORPORATION.
5.01                      Accuracy of Representations and Performance of Covenants	13
5.02                      Officer's Certificates	13
5.03                      No Material Adverse Change	13

5.04                      Approval by Shareholders	13
5.05                      No Governmental Prohibitions	13
5.06                      Consents	13
5.07                      Delivery of Audited Financial Statements	13
5.08                      Other Items	13
ARTICLE VI                                CONDITIONS PRECEDENT TO OBLIGATIONS OF AAAA Media Services, Ltd.
6.01                      Accuracy of Representations and Performance of Covenants	14
6.02                      Officer's Certificate	14
6.03                      No Governmental Prohibition	14
6.04                      Consents	14
6.05                      Delivery of Initial Shares and Cash Payment	14
6.06                      Delivery of Working Capital Financing	14
6.05                      Execution of Employment Agreement	14
6.08                      Other Items	14
ARTICLE VII                                MISCELLANEOUS
7.01                      Brokers	15
7.02                      Governing Law	15
7.03                      Notices	15
7.04                      Attorney's Fees	15
7.05                      Confidentiality	15
7.06                      Public Announcements and Filings	16
7.07                      Schedules; Knowledge	16
7.08                      Third Party Beneficiaries	16
7.09                      Expenses	16
7.10                      Entire Agreement	16
7.11                      Survival; Termination	16
7.12                      Counterparts	16
7.13                      Amendment or Waiver	16
7.14                      Best Efforts	16

THIS ACQUSITION AND EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 4th  day of October  2007, by and between PAIVIS CORP.  a Nevada corporation (hereinafter referred to as “PAIVIS”) and AAAA Media Services, Ltd. ., a Georgia corporation and its subsidiaries (hereinafter referred to as "A4”), (collectively the two companies are hereinafter referred to as the “Parties”) upon the following premises:

WHEREAS, PAIVIS , is a publicly held corporation organized under the laws of the State of Nevada;

WHEREAS, A4 is a privately-held corporation organized under the laws of Georgia;

WHEREAS, management of the constituent corporations have determined that it is in the best interest of the parties that PAIVIS acquire 100% of the issued and outstanding securities of A4 in exchange for the issuance of certain shares of PAIVIS  and cash (the "Purchase and Exchange") and A4 agreed to use its best efforts to cause its shareholders (the "A4 Shareholders") to exchange their securities of A4 on the terms described herein; and

WHEREAS, the Parties desire to set forth the terms of the Purchase and Exchange, which is intended to constitute a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived here from, it is hereby agreed as follows:

 

As an inducement to, and to obtain the reliance of PAIVIS except as set forth on the A4 Schedules (as hereinafter defined), A4 represents and warrants as follows:

Section 1.01                      Organization.  A4  is a corporation duly organized, validly existing, and in good standing under the laws of Georgia and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the states or countries in which the character and location of the assets owned by  it or the nature of the business transacted by it requires qualification, except where failure to be so qualified would not have a material adverse effect on its business.  Included in the A4 Schedules are complete and correct copies of the articles of incorporation, and the bylaws of A4 as in effect on the date hereof.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of A4’s articles of incorporation or bylaws.  A4 has taken all actions required by law, its articles of incorporation, or otherwise to authorize the execution and delivery of this Agreement.  A4 has full power, authority, and legal right and has taken all action required by law, its articles of incorporation, and otherwise to consummate the transactions herein contemplated.

Section 1.02                      Capitalization.  All issued and outstanding shares of  A4  are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 1.03                      Financial Statements.

(a)           Included in the A4 Schedules are the balance sheet and the related statements of operations of A4 as of December 31, 2005, December 31,2006 and the unaudited financial statements as of September 30, 2007.;

(b)           All such financial statements have been prepared in accordance with generally accepted accounting principles.  The A4 balance sheet presents a true and fair view as of the date of such balance sheet of the financial condition of A4.  A4 did not have, as of the dates of such balance sheets, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto, prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of A4 in accordance with generally accepted accounting principles.

(c)

A4 has no liabilities with respect to the payment of any federal, state, county, local

or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.

(d)           A4 has filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof.  Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.

(e)           The books and records, financial and otherwise, of A4 are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

(f)           All of A4’s assets are reflected on its financial statements, and, except as set forth in the A4 Schedules or the financial statements of A4 or the notes thereto, A4 has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise.

Section 1.04                      Information.  The information concerning A4 set forth in this Agreement and in the A4  Schedules which are to be incorporated herein as of the date of above written or no later than Closing is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.  In addition, A4 has fully disclosed in writing to PAIVIS (through this Agreement or the A4 Schedules) all information relating to matters involving A4 or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than $25,000 liability or diminution in value, (ii) have led or may lead to a competitive disadvantage on the part of A4 or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on the transactions contemplated herein or on A4, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing , including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates.

Section 1.05                      Options or Warrants. There ere are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued A4 common stock.

Section 1.06                      Absence of Certain Changes or Events.  Except as set forth in this Agreement or the A4 Schedules, since December 31, 2006 there has been no material  change in the business and assets of A4 and to the best knowledge of A4, A4  has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect the business, operations, properties, assets, or condition of A4.

Section 1.07                      Litigation and Proceedings.  There are no actions, suits, proceedings, or investigations  pending or, to the knowledge of A4 after reasonable investigation, threatened by or against A4 or affecting A4 or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.  A4 does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances that, after reasonable investigation, would result in the discovery of such a default.

 Section 1.08                                Contracts.

(a)           Except as included or described in the A4 Schedules, there are no "material" contracts, agreements, franchises, license agreements, debt instruments or other commitments to which A4 is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business (as used in this Agreement, a "material" contract, agreement, franchise, license agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least twenty-five thousand dollars ($25,000));

(b)           All contracts, agreements, franchises, license agreements, and other commitments to which A4 is a party or by which its properties are bound and which are material to the operations of A4 taken as a whole are valid and enforceable by A4 in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally;

(c)           Except as set forth in the A4 Schedules, A4 is not a party to or bound by, and the properties of A4 are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of A4; and

(d)           Except as included or described in the A4 Schedules or reflected in the most recent A4 balance sheet, A4 is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on 30 days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, other than one on which A4 is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one year or providing for payments in excess of $25,000 in the aggregate; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of A4.

Section 1.09                      Material Contract Defaults.  A4 is not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of A4 and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which A4 has not taken adequate steps to prevent such a default from occurring.

Section 1.10                      No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute an event of default under, or terminate, accelerate or modify the terms of any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which A4 is a party or to which any of its properties or operations are subject.

Section 1.11                      Governmental Authorizations.  Except as set forth in the A4 Schedules, A4 has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof.  Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by A4 of this Agreement and the consummation by A4 of the transactions contemplated hereby.

Section 1.12                      Compliance With Laws and Regulations.  Except as set forth in the A4 Schedules, to the best of its knowledge A4 has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of A4, or except to the extent that noncompliance would not result in the occurrence of any material liability for A4.

Section 1.13                      Approval of Agreement.  The board of directors of A4 has authorized the execution and delivery of this Agreement by A4 and has approved this Agreement and the transactions contemplated hereby, and will recommend to the A4 Shareholders that the Exchange be accepted by them.

Section 1.14                      Material Transactions or Affiliations.  Set forth in the A4 Schedules is a description of every contract, agreement, or arrangement between A4 and any predecessor and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record, or known by A4 to own beneficially, 5% or more of the issued and outstanding common stock of A4 and which is to be performed in whole or in part after the date hereof or which was entered into not more than three years prior to the date hereof.  Except as disclosed in the A4 Schedules or otherwise disclosed herein, no officer, director, or 5% shareholder of A4 has, or has had since inception of A4, any known interest, direct or indirect, in any transaction with A4 which was material to the business of A4.  There are no commitments by A4, whether written or oral, to lend any funds, or to borrow any money from, or enter into any other transaction with, any such affiliated person.

 

Section 1.15                      A4 Schedules.  A4 has delivered or agrees to deliver to PAIVIS the following schedules as of the date of above written or no later than Closing, which are collectively referred to as the "A4 Schedules" and which consist of separate schedules dated as of the date of execution of this Agreement or dated as of the date of Closing, all certified by the chief executive officer of A4 as complete, true, and correct as of the date of this Agreement in all material respects:

(a)           a schedule containing complete and correct copies of the articles of incorporation, and bylaws of A4 in effect as of the date of this Agreement;

(b)           a schedule containing the financial statements of A4 identified in paragraph 1.03(a);

(c)           copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which A4 carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of A4);

(d)           a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the A4 Schedules by Sections 1.01 through 1.14.

A4 shall cause the A4 Schedules and the instruments and data delivered to PAIVIS, hereunder to be promptly updated after the date hereof up to and including the Closing .

Section 1.16                      Payroll Taxes and Corporate Taxes.  All of the payroll taxes and corporate taxes owed

by A4 up to the date of Closing shall remain the responsibility of A4.  The parties acknowledge and agree that A4 has at all times prior to this date has operated as a corporation under a Sub-S election for all federal tax purposes.

Section 1.17                      Valid Obligation.  This Agreement and all agreements and other documents executed by A4 in connection herewith constitute the valid and binding obligation of A4, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

As an inducement to, and to obtain the reliance of A4 and the A4 Shareholders, except as set forth in the PAIVIS Schedules (as hereinafter defined), PAIVIS represents and warrants as follows:

Section 2.01                      Organization.  PAIVIS is a corporation duly organized, validly existing, and in good standing under the laws of Nevada and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets, to carry on its business in all material respects as it is now being conducted, and except where failure to be so qualified would not have a material adverse effect on its business, there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  Included in the PAIVIS Schedules are complete and correct copies of the articles of incorporation, and the bylaws as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of PAIVIS’s articles of incorporation, and the bylaws.   PAIVIS has taken all action required by law, its Articles of Incorporation, or otherwise to authorize the execution and delivery of this Agreement, and PAIVIS has full power, authority, and legal right and has taken all action required by law, its Articles of Incorporation, or otherwise to consummate the transactions herein contemplated.

Section 2.02                      Capitalization.  As of June 30,2007 Paivis’s authorized capitalization consists of a) 125,000,000 shares of common stock, $0.0002 par value of which approximately 41,000,000 shares are issued and outstanding and: b) 15,000,000 shares of preferred stock of $0.0002 par value of which 250,000 shares of Series A Preferred and 3,000,750 shares of Series B Preferred are issued and outstanding as of June 30, 2007.  All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 2.03                      Subsidiaries and Predecessor Corporations.  PAIVIS does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporation, except as disclosed in Schedule 2.03.  .

 

Section 2.04                      Securities Filings; Financial Statements.

(a)

Included in the PAIVIS Schedules is (i) an unaudited consolidated balance sheet of PAIVIS as of  June 30, 2007.

(b)           PAIVIS has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.

(c)           PAIVIS has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof except those described in the PAIVIS Scedules.  Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts that, in the aggregate, are immaterial.

(d)           The books and records, financial and otherwise, of PAIVIS are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.

(e)           All of PAIVIS's assets are reflected on its financial statements, and, except as set forth in the PAIVIS Schedules or the financial statements of PAIVIS or the notes thereto, PAIVIS has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise.

Section 2.05                      Filings: Books and Records.  The books and records, financial and otherwise, of PAIVIS are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.

Section 2.06                      Information.  The information concerning PAIVIS set forth in this Agreement and the PAIVIS Schedules is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.  In addition, PAIVIS has fully disclosed in writing to A4 (through this Agreement or the PAIVIS Schedules) all information relating to matters involving PAIVIS or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than $25,000 liability or diminution in value, (ii) have led or may lead to a competitive disadvantage on the part of PAIVIS or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on the transactions contemplated herein or on PAIVIS, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates.

Section 2.07                      Options or Warrants.  There are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued stock of PAIVIS, except as described in Schedule 2.06 (the "Existing Rights").

Section 2.08                      Absence of Certain Changes or Events.  Except as disclosed in the PAIVIS Schedules,  or otherwise disclosed  in writing to A4, since the date of the most recent PAIVIS balance sheet:;

(a)           there has not been (i) any material adverse change in the business, operations, properties, assets or condition of PAIVIS or (ii) any damage, destruction or loss to PAIVIS (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of PAIVIS except as disclosed in PAIVIS Schedules; and

(b)           PAIVIS has not (i) amended its certificate of incorporation or bylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of PAIVIS; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other than in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or  termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or  (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees; except as disclosed in PAIVIS Schedules; and

 

(c)           PAIVIS has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent PAIVIS balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $1000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value less than $1000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of PAIVIS; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement, except as disclosed in PAIVIS Schedules; and

(d)           to the best knowledge of PAIVIS, it has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of PAIVIS except as disclosed in PAIVIS Schedules.

Section 2.09                      Litigation and Proceedings.  There are no actions, suits, proceedings or investigations pending or, to the knowledge PAIVIS after reasonable investigation, threatened by or against  PAIVIS  or affecting  PAIVIS or  its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except as disclosed in PAIVIS Schedules.  PAIVIS Limited has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance that after reasonable investigation would result in the discovery of such default.

Section 2.10                      Contracts.

(a)           PAIVIS  is not a party to, and its assets, are not bound by, any material contract, franchise, license agreement, agreement, debt instrument or other commitments whether such agreement is in writing or oral, except as disclosed in PAIVIS Schedules .

(b)           PAIVIS is not a party to or bound by, and the properties of PAIVIS are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of PAIVIS.

(c)           All contracts, agreements, franchises, license agreements, and other commitments to which PAIVIS is a party or by which its properties are bound and which are material to the operations of PAIVIS taken as a whole are valid and enforceable by PAIVIS in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally;

(d)           Except as included or described in the PAIVIS Schedules or reflected in the most recent PAIVIS consolidated balance sheet, PAIVIS is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on 30 days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, other than one on which PAIVIS is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one year or providing for payments in excess of $25,000 in the aggregate; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of PAIVIS.

Section 2.11                      Material Contract Defaults.  PAIVIS is not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of PAIVIS and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which PAIVIS has not taken adequate steps to prevent such a default from occurring.

Section 2.12                      No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which A4 is a party or to which any of its assets or operations are subject.

Section 2.13                      Governmental Authorizations.  PAIVIS has all licenses, franchises, permits, and other governmental authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof.  Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent or order of, of registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by PAIVIS of this Agreement and the consummation by TELELON of the transactions contemplated hereby.

Section 2.14                      Compliance With Laws and Regulations.  To the best of its knowledge, PAIVIS has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of A4 or except to the extent that noncompliance would not result in the occurrence of any material liability.  This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.

Section 2.15                      Material Transactions or Affiliations.  Except as disclosed herein and in the PAIVIS Schedules, there exists no contract, agreement or arrangement between PAIVIS and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by PAIVIS to own beneficially, 5% or more of the issued and outstanding common stock of PAIVIS and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof.  Neither any officer, director, nor 5% shareholder of PAIVIS has, or has had since inception of PAIVIS, any known interest, direct or indirect, in any such transaction with PAIVIS which was material to the business of PAIVIS.  PAIVIS has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

Section 2.16                      Approval of Agreement.  The board of directors PAIVIS have authorized the execution and delivery of this Agreement  and has approved this Agreement and the transactions contemplated hereby.

Section 2.17                      Continuity of Business Enterprises.  PAIVIS has no commitment or present intention to liquidate PAIVIS or sell or otherwise dispose of a material portion of PAIVIS’S business or assets following the consummation of the transactions contemplated hereby,except as disclosed in PAIVIS Schedules.

Section 2.18                      PAIVIS Schedules.  PAIVIS has delivered or agrees to deliver  to A4 the following schedules as of the date above written or no later than Closing, which are collectively referred to as the "PAIVIS Schedules" and which consist of separate schedules, which are dated the date of this Agreement or dated as of the date of Closing, all certified by the chief executive officer of PAIVIS to be complete, true, and accurate in all material respects as of the date of this Agreement:

(a)           a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of PAIVIS as in effect as of the date of this Agreement;

(b)           a schedule containing the consolidated financial statements of PAIVIS identified in paragraph 2.04(a);

(c)           a Schedule 2.20(c) containing a list indicating the name and address of each shareholder of PAIVIS together with the number of shares owned by him, her or it;

(d)           a schedule containing a description of all real property owned by PAIVIS, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real property;

(e)           copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which PAIVIS carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of PAIVIS);

(f)           a schedule listing the accounts receivable and notes and other obligations of PAIVIS as of June  30, 2007, or thereafter other than in the ordinary course of business of PAIVIS, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor;

(g)           a schedule listing the accounts payable and notes and other obligations payable of PAIVIS as of June 30, 2007, or that arose thereafter other than in the ordinary course of the business of PAIVIS, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by PAIVIS respecting such obligations;

(h)           a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of PAIVIS since June 30, 2007 required to be provided pursuant to section 2.07 hereof; and

(i)           a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the PAIVIS Schedules by Sections 2.01 through 2.19.

PAIVIS shall cause the PAIVIS Schedules and the instruments and data delivered to A4 hereunder to be promptly updated after the date hereof up to and including the Closing Date.

Section 2.19                      Bank Accounts; Power of Attorney.  Set forth in Schedule 2.19 is a true and complete list of (a) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by PAIVIS within the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf of PAIVIS, (b) all safe deposit boxes and other similar custodial arrangements maintained by PAIVIS within the past twelve (12) months, and (c) the names of all persons holding powers of attorney from PAIVIS or who are otherwise authorized to act on behalf of PAIVIS with respect to any matter, other than its officers and directors, and a summary of the terms of such powers or authorizations.

Section 2.20                      Valid Obligation.  This Agreement and all agreements and other documents executed by PAIVIS in connection herewith constitute the valid and binding obligation of PAIVIS, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.

 

 

Section 3.01                      The Purchase and Exchange.  On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.03) the following events shall occur.

A4 shall:

a)  execute and tender to PAIVIS a Bill of Sale transferring those assets of A4 identified on Exhibit X1 attached hereto to PAIVIS. Such shall constitute substantially all assets of the business of A4.

b)  execute and tender to PAIVIS and thereby grant to PAIVIS at Closing an option to purchase all the issued and outstanding shares of A4, a copy of which is attached hereto as Exhibit X2. Such shall provide that such option shall be exercisable by the tender of consideration specified as shares of PAIVIS as identified in Section 3.02(a) hereinafter. Such option shall be subject to election by PAIVIS at anytime subsequent to one hundred twenty (120) days after the date of closing, but shall expire on the 366th date after closing, unless extended as provided in such Exhibit.

c) execute an Acknowledgement and Agreement at Closing whereunder, A4 shall agree to maintain those credit facilities identified on Exhibit X3 for the sole and exclusive purpose of the purchase of product for the operation of the business entity to be formed by PAIVIS post-Closing identified as “New Co”, the intentions of the parties being that such corporation shall be merged into A4 upon exercise of option as provided in section b hereinabove.

d)  provide a Resolution of the Directors of A4 which shall authorize its agent to execute all documents identified to be executed and/or tendered at Closing.

PAIVIS shall:

a) tender to A4 payment of Fifty thousand and no/100 dollars at Closing.

b) execute and tender to A4 at Closing a promissory note (“Note”) payable in the amount of One hundred forty thousand and no/100 dollars. The note shall be paid in fourteen monthly installments of ten thousand and no/100, and such shall be substantially in accordance with those terms provided in Exhibit X4 attached hereto. Such shall include the assessment and accrual of interest at the rate of ten (10%) percent per annum, but shall include that all such interest shall be abated if all payments shall be made in a timely manner. Such shall include provisions that upon a default in the payment of the obligations therein, the Holder of such may demand and PAIVIS, and or its assignee, shall surrender all assets conveyed hereunder, or any accessions thereto, to such Holder. The parties acknowledge and agree that such Note shall be assigned to Virasack Tiger Athakhanh upon execution.

c) execute and tender to Virasack Tiger Athakhanh an employment agreement, which shall provide the terms and conditions identified in Section 3.05, contained elsewhere herein.

d) execute an Acknowledgement and Agreement at Closing where under, PAIVIS shall agree to reimburse A4 for expenses incurred due to any and all payment of all obligations of the credit facilities identified on Exhibit X3 which shall be used for the sole and exclusive purpose of the purchase of product for the operation of the business entity to be formed by PAIVIS post-Closing identified as “New Co”, such being the interim operator of the business of A4. At such time as PAIVIS shall elect to acquire the common stock of A4, PAIVIS shall acknowledge those liabilities, which shall not exceed $750,000.00.

e) provide a Resolution of the Directors of PAIVIS which shall authorize its agent to execute all documents identified to be executed and/or tendered at closing.

f) reimburse A4 all reasonable costs and expenses arising from this transaction, including any legal or accounting fees assessed to A4.

VIRASACK TIGER ATHAKHANH (“Athakhanh”) shall:

a) execute an employment agreement which shall be reasonably acceptable as provided in Section 3.05 hereinafter.

b) execute a non-compete agreement whereunder Athakhanh shall agree that he will not complete with the business of A4 for a period of three years, which shall be substantially in accordance with the terms of Exhibit X5 attached hereto. Such shall acknowledge the existing commercial activities of Athakhanh as not violating any restrictive covenants.

 

Section  3.02. Option to Acquire Shares of A4 by PAIVIS:

It is agreed that upon  exercise of the option to acquire the shares of A4, A4 Shareholders shall elect to accept the purchase and exchange offer described herein (the "Accepting Shareholders"), shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the number of shares of common stock of A4 set forth on Schedule 1.19(c) attached hereto, in the aggregate constituting 100% of the issued and outstanding shares of stock  (common or other) of A4 held by each of such shareholders (“A4 Shares”); the objective of such Exchange being the acquisition by PAIVIS of 100% of the issued and outstanding common stock of A4.  In exchange for the transfer of such securities by the A4 Shareholders, PAIVIS shall:

a)       issue to the A4 Shareholders, 266,667 Preferred Series D shares (the “Preferred Shares” or “the Initial Shares”) equal to $1,000,000.The preferential provisions (the “Provisions”) of the Preferred Shares as defined in Exhibit A.  and;

b)       acknowledge the  of the liabilities as identified on Exhibit X3.

At the Closing, each A4 Shareholder shall, on surrender of his certificate or certificates representing such A4 Shares to PAIVIS or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing his proportionate interest in the Initial Shares.  Upon consummation of the transaction contemplated herein, assuming participation by all of the A4 Shareholders, all of the shares of capital stock of A4 shall be held by PAIVIS.

In the event, PAIVIS shall not exercise its option to acquire the shares of A4, then and in such event, PAIVIS, or its assignee, NEW CO, shall assume the liabilities identified on Exhibit X3 attached hereto, if there shall be any balance remaining for those obligations.

Section 3.03                      Federal Excise Tax Refund.      PAIVIS, on its behalf or as the acquirer of A4 agrees that it shall make no claim whatsoever to a Federal Excise Tax refund for which A4 has submitted its application to the Internal Revenue Service for the tax year ending December 31, 2006. In the event of any sale, transfer or conveyance of the stock of A4 as contemplated herein, prior to the conclusion of the issuance of any refund, then and in such event A4 shall assign its interest in any refund to Virasack Tiger Athakhanh, or his designee.

Section 3.04                      Working Capital Financing .  PAIVIS agrees to provide to A4 $1,000,000 (“Working Capital  Financing”) in financing for the purposes of working and growth capital.. The delivery and use of proceeds is detailed in Exhibit B.  Such capital shall not include any financing maintained by AAAA which is pre-existing the date of this Agreement or has may be extended prior to the date of closing.

Section 3.05                      Employment and Stock Compensation Agreement for Virasack Tiger Athakhanh.  PAIVIS and A4 President & CEO Virasack Tiger Athakhanh shall at or before Closing negotiate and execute and an Employment and Stock Compensation Agreement for and with Virasack Tiger Athakhanh. The Employment and Stock Compensation Agreement with Virasack Tiger Athakhanh will be negotiated with mutually accepted terms including responsibilities and compensation comparable to those currently in effect for Virasack Tiger Athakhanh and employment period of a minimum of three years and provision providing for any non compete provisions to be terminated if employment agreement with Virasack Tiger Athakhanh is terminated by PAIVIS without cause or PAIVIS defaults in the performance of any obligation hereunder. The employment and Stock Compensation Agreement will include the following terms, $8,000 gross salary/month and maintenance of current health benefits. Virasack Tiger Athakhanh will be appointed to the office of VP specifically to be defined at Closing within the terms of Employment and Stock Compensation Agreement.

In the event the stock transfer as provided in Section 3.01. does not qualify for a tax free exchange, then and in such event, Paivis Corp. shall grant unto Athakhanh warrants to purchase those shares of Paivis Corp. at Closing for the additional purchase price of 0.01 per share and such purchase price may be paid in equal installments over the period of twelve months subsequent to Closing.

Section 3.06                      Closing.  The closing ("Closing") of the transactions contemplated by this Agreement shall take place on November 15, 2007 at 3:00 p.m., Eastern Standard Time or at a time and place agreeable by both Parties. Subject to extension by mutual agreement of the Parties.

 

Section 3.06                      Changes to Interim Operations. The financial statements (unaudited) of A4 shall reflect all current and total liabilities, including all trade payables and all A4 assets at Closing; except that immediately before Closing all cash and receivables of A4 may  be used , under the sole discretion of A4 by A4 to reduce A4’s credit balance for inventory/COGS. Therefore no cash assets may be transferred with A4. Further it is acknowledged that the Lease for the principle business address of A4 will expire on or about December 1, 2007, and that A4 will be relocating its business to a mutually acceptable location.

Section 3.07                      Closing Events.  At the Closing, A4 and each of the Accepting Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.  This Agreement shall become effective as of Closing on November 15, 2007. Subject to extension by mutual agreement of the Parties.

Section 3.08                      Current Employees.  PAIVIS agrees for A4 to retain its current employees that are under the employ of A4 at Closing,

Section 3.09                      Business Planning.  Prior to  Closing A4 and Tiger agree to deliver a short form business plan to PAIVIS  to be approved by the Board of Directors of PAIVIS at or before Closing detailing the initial growth and expansion plans for A4 based on the working capital financing described herein.

A4 and Tiger agree to deliver a comprehensive business plan to the Board of Directors of Paivis within 90 days after Closing detailing the growth and expansion plans for A4 for next 2-3 fiscal years including any further working capital requirements.

Section 3.10                      Termination.

(a)       This Agreement may be terminated by the board of directors of either PAIVIS or A4 at any time prior to the Closing if:

(i)                there shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based upon the advice of its legal counsel, makes it inadvisable to proceed with the Exchange; or

(ii)                any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions (which does not include the Securities and Exchange Commission) or in the judgment of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Exchange.

In the event of termination pursuant to this paragraph (a) of Section 3.04, no obligation, right or liability shall arise hereunder, and each party shall bear its own costs and expenses incurred by it in connection with the negotiation, drafting, and execution of this Agreement and the transactions herein contemplated.

 

Section 4.01                      Access to Properties and Records.  Each of the Parties will each afford to the officers and authorized representatives of the other Parties full access to their properties, books and records, in order that each may have a full opportunity to make such reasonable investigation as they shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information reasonably requested.

 

Section 4.02                      Delivery of Books and Records.  At the Closing, A4 shall deliver to PAIVIS the copies of the corporate minute books, books of account, contracts, records, and all other books or documents of A4 now in the possession of A4 or its officer and director.

Section 4.03                      Third Party Consents and Certificates.  All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

Section 4.04                      Consent of A4 Shareholders.  A4 shall use its best efforts to obtain the consent of all A4 shareholders to participate in the Exchange.

Section 4.05                      PAIVIS Shareholder Meeting.  If required PAIVIS shall seek a consent of the majority voting shareholders or call a special shareholders meeting to be held on or prior to the Closing Date for the purposes of requesting to approve, and PAIVIS's board of directors shall recommend approval of, the terms of this Agreement and such other matters as shall require shareholder approval hereunder

Section 4.06                      Post-Exchange Sales Under Rule 144 or 145, If Applicable.

(a)           PAIVIS will use its best efforts to at all times comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including timely filing of all periodic reports required under the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

(b)           Upon being informed in writing by any such person holding restricted stock of PAIVIS subsequent to the Exchange that such person intends to sell any shares under Rule 144, Rule 145 or Regulation S promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), PAIVIS will certify in writing to such person that it has filed all of the reports required to be filed by it under the Exchange Act to enable such person to sell such person's restricted stock under Rule 144, 145 or Regulation S, as may be applicable in the circumstances, or will inform such person in writing that it has not filed any such report or reports.

(c)           If any certificate representing any such restricted stock is presented to PAIVIS’S transfer agent for registration of transfer in connection with any sale theretofore made under Rule 144, 145 or Regulation S, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to PAIVIS  and its counsel that the stock transfer has complied with the requirements of Rule 144, 145 or Regulation S, as the case may be, PAIVIS will promptly instruct its transfer agent to register transfer such shares and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, 145 or Regulation S, as the case may be, free of any stop transfer order or restrictive legend.  The provisions of this Section 4.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement.

Section 4.07                      Indemnification.

(a)           A4 hereby agrees to indemnify PAIVIS and each of the officers, agents and directors of PAIVIS as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentations made under Article I of this Agreement.  The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement.

PAIVIS hereby agrees to indemnify A4 and each of the officers, agents, and directors of A4 as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article II of this Agreement.  The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement.

 

The obligations of PAIVIS under this Agreement are subject to the satisfaction, at or before the Closing, of the following conditions:

Section 5.01                      Accuracy of  Representations and Performance of Covenants.  The representations and warranties made by A4 in this Agreement were true when made and shall be true at the Closing with the same force and effect as if such representations and warranties were made at and as of the Closing (except for changes therein permitted by this Agreement).  A4 shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by A4 prior to or at the Closing.

Section 5.02                      Officer's Certificate.  PAIVIS has been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of A4 to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of A4 threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the A4 Schedules, by or against A4, which might result in any material adverse change in any of the assets, properties, business, or operations of A4.

Section 5.03                      No Material Adverse Change.  Prior to the Closing , there shall not have occurred any change in the financial condition, business, or operations of A4 nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable using the criteria set forth in Section 1.06.

Section 5.04                      Approval by Shareholders.  The Purchase and Exchange shall have been approved, and shares delivered in accordance with Section 3.01, by the holders of not less than one hundred percent (100%) of the outstanding common stock of A4.

Section 5.05                      No Governmental Prohibition.  No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.

Section 5.06                      Consents.  All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of A4 after the Closing on the basis as presently operated shall have been obtained.

Section 5.07                      Delivery of Financial Statements.  PAIVIS shall have received from A4  Consolidated Audited financial Statements of A4 for the previous two A4 fiscal periods ended December 31, 2006  and December 31, 2005 and the unaudited financial statements for the period ending September 30,2007.

Section 5.08                      Other Items.

(a)           PAIVIS shall have received a list of A4’s shareholders containing the name, address, and number of shares held by each A4 shareholder as of the date of Closing, certified by an executive officer of A4 as being true, complete and accurate; and

(b)           PAIVIS shall have received such further opinions, documents, certificates or instruments relating to the transactions contemplated hereby as Parent may reasonably request.

Section 5.08                      Satisfaction of Due Diligence   Mutual completion of legal and financial due diligence to the satisfaction of both A4 and Paivis in writing to the other party before or at Closing, including disclosure of all pending material agreements contracts and liabilities

The obligations of A4 and the A4 Shareholders under this Agreement are subject to the satisfaction, at or before  the Closing, of the following conditions:

Section 6.01                      Accuracy of  Representations  and Performance of Covenants.  The representations and warranties made by A4 in this Agreement were true when made and shall be true as of the Closing (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing.  Additionally, A4 shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied shall have approved the Exchange and the related transactions described herein.. PAIVIS shall have been furnished with certificates, signed by duly authorized executive officers of A4 and dated the Closing , to the foregoing effect.

Section 6.02                      Officer's Certificate.  PAIVIS shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of A4, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of A4 threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the A4 Schedules, by or against A4, which might result in any material adverse change in any of the assets, properties or operations of A4.

Section 6.03                      No Governmental Prohibition.  No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.

Section 6.04                      Consents.  All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of each party after the Closing on the basis as presently operated shall have been obtained.

Section 6.05                      Delivery of  the Preferred Shares and Cash Payment.  PAIVIS shall have at Closing delivered to the A4 Shareholders the Preferred Shares and the portion of the cash payment due on Closing as per Section 3.01.

Section 6.06                      The Provisions of the Preferred Shares shall have been defined at Closing per Section 3.01.

Section 6.07                      Delivery of Working Capital Financing .  PAIVIS shall have at Closing delivered to A4 the  Working Capital Financing, specifically the portion due on Closing as per Section 3.02.

Section 6.08                      Execution of Employment and Stock Compensation Agreement for Virasack Tiger Athakhanh. PAIVIS and shall  at  or  before Closing executed an Employment Agreement for and with Virasack Tiger Athakhanh as per Section 3.04.

Section 6.09                      Other Items   A4 shall have received further opinions, documents, certificates, or instruments relating to the transactions contemplated hereby as PAIVIS may reasonably request.

Section 6.10                      Satisfaction of Due Diligence   Mutual completion of legal and financial due diligence to the satisfaction of both A4 and Paivis in writing to the other party before or at Closing, including disclosure of all pending material agreements contracts and liabilities.

 

 

Section 7.01                      Brokers.   The Parties agree that there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement.  The Parties each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder's fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

Section 7.02                      Governing Law.  This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Nevada without giving effect to principles of conflicts of law thereunder.  Each of the parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the federal courts of the United States,.

Section 7.03                      Notices.  Any notice or other communications required or permitted hereunder shall  be in writing and shall be sufficiently given if personally delivered to it or sent by telecopy, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

If to PAIVIS:

PAIVIS Corp. 400 – 3475 Lenox Road Atlanta, GA 30326 Attn: the Board of Directors

With copies to:

Gregory Bartko, Esq. Law Office of Gregory Bartko, P.C 400 – 3475 Lenox Road Atlanta, GA 30326

 

or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3) days after mailing, if sent by registered or certified mail.

Section 7.04                      Attorney's Fees.  In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable attorney's fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 7.05                      Confidentiality.  Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.  In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.

 

Section 7.06                      Public Announcements and Filings.  Unless required by applicable law or regulatory authority, none of the parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties.  Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each party at least one (1) business day prior to the release thereof.

Section 7.07                      Schedules; Knowledge.  Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement.

Section 7.08                      Third Party Beneficiaries.  This contract is strictly between PAIVIS and  A4, and, except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

Section 7.09                      Expenses.  Whether or not the Exchange is consummated, each Party hereto will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby accept as agreed upon herein or in separate agreement or understanding reached by the Parties.

Section 7.10                      Entire Agreement.  This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 7.11                      Survival; Termination.  The representations, warranties, and covenants of the respective parties shall survive the Closing  and the consummation of the transactions herein contemplated for a period of two years.

Section 7.12                      Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

Section 7.13                      Amendment or Waiver.  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  At any time prior to the Closing,  this Agreement may by amended by a  writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

Section 7.14                      Best Efforts.  Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable.  Each party also agrees that it shall use its 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 under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written.

ATTEST:		AAAA Media Services, Ltd.
	A
	By:	/s/ Virasack Tiger Athakhanh
		_______________________________ Virasack Tiger Athakhanh, President
		Pr

ATTEST:		PAIVIS, CORP.
	A
	By:	/s/ Edwin Kwong
		_______________________________ Edwin Kwong, President
		Pr