AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN
MEDIZONE CANADA LIMITED
AND
ONE WORLD ONLINE INCORPORATED
TABLE OF CONTENTS
1. Plan of Reorganization...........................................1
2. Exchange of Shares...............................................1
3. Pre-Closing Events...............................................2
4. Exchange of Securities...........................................2
5. Other Events Occurring at Closing................................3
6. Delivery of Shares...............................................3
7. Representations of OWO Stockholders..............................3
8. Representations of OWO...........................................4
9. Representations of MCL and Hall..................................5
10. Closing..........................................................7
11. Conditions Precedent to the Obligations of OWO...................7
12. Conditions Precedent to the Obligations of MCL ..................9
13. Indemnification.................................................10
14. Nature and Survival of Representations..........................10
15. Documents at Closing............................................10
16. Finder's Fees...................................................11
17. Miscellaneous...................................................12
Signature Page...............................................................13
Exhibit A - OWO Stockholder Schedule
Exhibit B - Amendment to Articles of Incorporation
Exhibit C - Investment Letter
(i)
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (hereinafter the "Agreement")
is entered into effective as of this day of June, 1999, by and among Medizone
Canada Limited, a Nevada corporation (hereinafter "MCL"); Xxxxxx Xxxx, the
principal shareholder of MCL (hereinafter "Hall"); One World Online
Incorporated, a Utah corporation (hereinafter "OWO"), and the owners of all the
outstanding shares of common stock of OWO (hereinafter the "OWO Stockholders").
RECITALS:
WHEREAS, the OWO Stockholders own all of the issued and outstanding
common stock of OWO which comprises 9,500,000 shares (the "OWO Common Stock").
MCL desires to acquire the OWO Common Stock solely in exchange for voting common
stock of MCL, making OWO a wholly-owned subsidiary of MCL; and
WHEREAS, the OWO Stockholders (as set forth on the attached Exhibit
"A") desire to acquire voting common stock of MCL in exchange for the OWO Common
Stock, as more fully set forth herein.
NOW THEREFORE, for the mutual consideration set out herein and other
good and valuable consideration, the legal sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. Plan of Reorganization. It is hereby agreed that all of the OWO
Common Stock shall be acquired by MCL in exchange solely for MCL common voting
stock (the "MCL Shares"). It is the intention of the parties hereto that all of
the issued and outstanding shares of capital stock of OWO shall be acquired by
MCL in exchange solely for MCL common voting stock and that this entire
transaction qualify as a corporate reorganization under Section 368(a)(1)(B)
and/or Section 351 of the Internal Revenue Code of 1986, as amended, and related
or other applicable sections thereunder.
2. Exchange of Shares. MCL and OWO Stockholders agree that on the
Closing Date or at the Closing as hereinafter defined, the OWO Common Stock
shall be delivered to MCL in exchange for the MCL Shares, as follows:
(a) At Closing, MCL shall, subject to the conditions set forth herein,
issue an aggregate of 9,500,000 shares of MCL common stock for immediate
delivery to the OWO Stockholders in exchange for the MCL Shares.
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(b) Each OWO Stockholder shall execute this Agreement or a written
consent to the exchange of their OWO Common Stock for MCL Shares.
(c) Unless otherwise agreed by MCL and OWO this transaction shall close
only in the event MCL is able to acquire at least 80% of the outstanding OWO
Common Stock; however, it is the intent of the parties to have MCL acquire all
of the OWO Common Stock.
3. Pre-Closing Events. The Closing is subject to the completion of the
following:
(a) MCL shall have authorized 100,000,000 shares of $.001 par value
common stock and 1,000,000 shares of $.001 par value preferred stock. The
preferred stock shall be subject to issuance in such series and with such
rights, preferences and designations as determined in the sole discretion of the
board of directors.
(b) Hall and two other shareholders shall have contributed an aggregate
of 6,250,000 shares of MCL Common Stock to MCL for cancellation, leaving
2,750,000 shares issued and outstanding prior to or at Closing.
(c) MCL shall demonstrate to the reasonable satisfaction of OWO that it
has no material assets and no liabilities contingent or fixed other than as
described herein.
4. Exchange of Securities. As of the Closing Date each of the following
shall occur:
(a) All shares of OWO Common Stock issued and outstanding immediately
prior to the Closing Date shall be exchanged for the MCL Shares (up to an
aggregate amount of 9,500,000 MCL Shares to be delivered at Closing). All such
outstanding shares of OWO Common Stock shall be deemed, after Closing, to be
owned by MCL. The holders of such certificates previously evidencing shares of
OWO Common Stock outstanding immediately prior to the Closing Date shall cease
to have any rights with respect to such shares of OWO Common Stock except as
otherwise provided herein or by law;
(b) Any shares of OWO Common Stock held in the treasury of OWO
immediately prior to the Closing Date shall automatically be canceled and
extinguished without any conversion thereof and no payment shall be made with
respect thereto;
(c) The 2,750,000 shares of MCL common stock previously issued and
outstanding prior to the Closing, after giving effect to the cancellation of
shares, will remain outstanding.
5. Other Events Occurring at Closing. At Closing, the following shall
be accomplished:
(a) MCL shall file an amendment to its Articles of Incorporation with
the Secretary of State of the State of Nevada in substantially the form attached
hereto as Exhibit "B" effecting an amendment to its Articles of Incorporation to
(i) reflect a name change to a new name as selected by OWO, (ii) to change the
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authorized capitalization of MCL to include 1,000,000 shares of $.001 par value
preferred stock, and (iii) adopt a provision limiting the liability of officers
and directors, as set forth in the attached Exhibit "B".
(b) The resignation of the existing MCL officer and director and
appointment of new officers and directors as directed by OWO.
(c) MCL shall have completed or shall complete at Closing the
acquisition of I Ventures, Inc., under the terms set forth in its Information
Statement (the "Information Statement") dated June 19, 1999.
(d) MCL shall adopt various stock option programs as outlined in the
Information Statement including an Incentive Stock Option Plan (the "Plan") at
Closing to include up to 4,000,000 shares of its common stock. The Plan shall
include "incentive" stock options under Section 422 of the Internal Revenue Code
of 1986, as amended and other options and similar rights. MCL shall grant
options under said plan to employees and others, at Closing, exercisable at
$1.00 and $2.00 per share, as designated by OWO subject to the reasonable
approval of MCL.
6. Delivery of Shares. On or as soon as practicable after the Closing
Date, OWO will use its best efforts to cause the OWO Stockholders to surrender
certificates for cancellation representing their shares of OWO Common Stock,
against delivery of certificates representing the MCL Shares for which the
shares of OWO Common Stock are to be exchanged at Closing.
7. Representations of OWO Stockholders. Each OWO Stockholder hereby
represents and warrants each only as to its own OWO Common Stock, effective this
date and the Closing Date as follows:
(a) Except as may be set forth in Exhibit "A", the OWO Common Stock is
free from claims, liens, or other encumbrances, and at the Closing Date said OWO
Stockholder will have good title and the unqualified right to transfer and
dispose of such OWO Common Stock.
(b) Said OWO Stockholder is the sole owner of the issued and
outstanding OWO Common Stock as set forth in Exhibit "A";
(c) Said OWO Stockholder has no present intent to sell or dispose of
the MCL Shares and is not under a binding obligation, formal commitment, or
existing plan to sell or otherwise dispose of the MCL Shares.
8. Representations of OWO. OWO hereby represents and warrants as
follows, which warranties and representations shall also be true as of the
Closing Date:
(a) Except as noted on Exhibit "A", the OWO Stockholders listed on the
attached Exhibit "A" are the sole owners of record and beneficially of the
issued and outstanding common stock of OWO.
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(b) OWO has no outstanding or authorized capital stock, warrants,
options or convertible securities other than as described in the OWO Financial
Statements or in Exhibit "A", attached hereto.
(c) The audited financial statements as of and for the period ended
December 31, 1998, and unaudited financial statements as of and for the period
ended March 31, 1999, which have been delivered to MCL (hereinafter referred to
as the "OWO Financial Statements") are complete and accurate in all material
respects and fairly present the financial condition of OWO as of the date
thereof and the results of its operations for the period covered. There are no
material liabilities or obligations, either fixed or contingent, not disclosed
in the OWO Financial Statements or notes thereto which are required to be
disclosed therein; OWO has no contracts or obligations in the ordinary course of
business which constitute liens or other liabilities which materially alter the
financial condition of OWO as reflected in the OWO Financial Statements. OWO has
good title to all assets shown on the OWO Financial Statements subject only to
dispositions and other transactions in the ordinary course of business, the
disclosures set forth therein and liens and encumbrances of record. The OWO
Financial Statements have been prepared in accordance with generally accepted
accounting principles consistently applied (except as may be indicated therein
or in the notes thereto).
(d) Since the date of the OWO Financial Statements, there have not been
any material adverse changes in the financial position of OWO except changes
arising in the ordinary course of business, which changes will in no event
materially and adversely affect the financial position of OWO.
(e) OWO is not a party to any material pending litigation or, to its
best knowledge, any governmental investigation or proceeding, not reflected in
the OWO Financial Statements, and to its best knowledge, no material litigation,
claims, assessments or any governmental proceedings are threatened against OWO.
(f) OWO is in good standing in its jurisdiction of incorporation, and
is in good standing and duly qualified to do business in each jurisdiction where
required to be so qualified except where the failure to so qualify would have no
material negative impact on OWO.
(g) OWO has (or, by the Closing Date, will have filed) all material
tax, governmental and/or related forms and reports (or extensions thereof) due
or required to be filed and has (or will have) paid or made adequate provisions
for all taxes or assessments which have become due as of the Closing Date.
(h) OWO has not materially breached any material agreement to which it
is a party. OWO has previously given MCL copies or access thereto of all
material contracts, commitments and/or agreements to which OWO is a party
including all relationships or dealings with related parties or affiliates.
(i) OWO has no subsidiary corporations except as described in writing
to MCL.
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(j) OWO has made all material corporate financial records, minute
books, and other corporate documents and records available for review to present
management of MCL prior to the Closing Date, during reasonable business hours
and on reasonable notice.
(k) The execution of this Agreement does not materially violate or
breach any material agreement or contract to which OWO is a party and has been
duly authorized by all appropriate and necessary corporate action under Delaware
of other applicable law and OWO, to the extent required, has obtained all
necessary approvals or consents required by any agreement to which OWO is a
party.
(l) All disclosure information regarding OWO which is to be set forth
in the Information Statement or otherwise delivered to MCL by OWO for use in
connection with the transaction (the "Acquisition") described herein is true,
complete and accurate in all material respects.
9. Representations of MCL and Hall. MCL, and Hall to the best of her
knowledge, hereby jointly and severally represent and warrant as follows, each
of which representations and warranties shall continue to be true as of the
Closing Date:
(a) As of the Closing Date, the MCL Shares, to be issued and delivered
to the OWO Stockholders hereunder will, when so issued and delivered,
constitute, duly authorized, validly and legally issued shares of MCL common
stock, fully-paid and nonassessable. The total number of MCL Shares outstanding
shall be 2,750,000 without giving effect to the shares to be issued as described
in the Information Statement. No shares of MCL's preferred stock, $0.001 par
value, to be authorized at Closing, shall be outstanding.
(b) At Closing, all of the issued and outstanding common stock of MCL,
including shares issued in the MCL Financing, shall be duly authorized, validly
issued, fully-paid and nonassessable and shall have been issued in compliance
with all applicable corporate and securities laws.
(c) MCL has the corporate power to enter into this Agreement and to
perform its obligations hereunder. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by the board of directors of MCL. The execution and performance of
this Agreement will not constitute a material breach of any agreement,
indenture, mortgage, license or other instrument or document to which MCL is a
party and will not violate any judgment, decree, order, writ, rule, statute, or
regulation applicable to MCL or its properties. The execution and performance of
this Agreement will not violate or conflict with any provision of the Articles
of Incorporation or by-laws of MCL.
(d) MCL has delivered to OWO a true and complete copy of its audited
financial statements for the years ended December 31, 1996, 1997, and 1998, and
unaudited financial statements for the period ended March 31, 1999, (the "MCL
Financial Statements"). The MCL Financial Statements are complete, accurate in
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all material respects and fairly present the financial condition of MCL as of
the dates thereof and the results of its operations for the periods then ended.
There are no material liabilities or obligations either fixed or contingent not
reflected therein. The MCL Financial Statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
(except as may be indicated therein or in the notes thereto).
(e) Since March 31, 1999, there have not been any material adverse
changes in the financial condition of MCL except with regard to disbursements to
pay reasonable and ordinary expenses in connection with maintaining its
corporate status and pursuing the matters contemplated in this Agreement. Prior
to Closing, all accounts payable and other liabilities of MCL shall be paid and
satisfied in full and MCL shall have no liabilities either contingent or fixed.
(f) Neither Hall nor MCL is a party to or the subject of any pending
litigation, claims, or governmental investigation or proceeding not reflected in
the MCL Financial Statements or otherwise disclosed herein, and there are no
lawsuits, claims, assessments, investigations, or similar matters, to the best
knowledge of Hall, threatened or contemplated against or affecting MCL, its
management or its properties or Hall.
(g) MCL is duly organized, validly existing and in good standing under
the laws of the State of Nevada; has the corporate power to own its property and
to carry on its business as now being conducted and is duly qualified to do
business in any jurisdiction where so required except where the failure to so
qualify would have no material negative impact on it.
(h) MCL has filed all federal, state, county and local income, excise,
property and other tax, governmental and/or related returns, forms, or reports,
which are due or required to be filed by it prior to the date hereof, except
where the failure to do so would have no material adverse impact on MCL, and has
paid or made adequate provision in the MCL Financial Statements for the payment
of all taxes, fees, or assessments which have or may become due pursuant to such
returns or pursuant to any assessments received. MCL is not delinquent or
obligated for any tax, penalty, interest, delinquency or charge.
(i) There are no existing options, calls, warrants, preemptive rights,
registration rights or commitments of any character relating to the issued or
unissued capital stock or other securities of MCL, except as contemplated in
this Agreement.
(j) The corporate financial records, minute books, and other documents
and records of MCL have been made available to OWO prior to the Closing and
shall be delivered to new management of MCL at Closing.
(k) MCL has not breached, nor is there any pending, or to the knowledge
of management, any threatened claim that MCL has breached, any of the terms or
conditions of any agreements, contracts or commitments to which it is a party or
by which it or its assets are is bound. The execution and performance hereof
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will not violate any provisions of applicable law or any agreement to which MCL
is subject. MCL hereby represents that it has no business operations or material
assets and it is not a party to any material contract or commitment other than
appointment documents with its transfer agent, and that it has disclosed to OWO
all relationships or dealings with related parties or affiliates.
(l) MCL common stock is currently approved for quotation on the OTC
Bulletin Board under the symbol "MZNCD" and there are no stop orders in effect
with respect thereto and MCL has made all filings currently required to maintain
its listing.
(m) All information regarding MCL which has been provided to OWO or
otherwise disclosed in connection with the transactions contemplated herein, is
true, complete and accurate in all material respects. MCL and Hall specifically
disclaim any responsibility regarding disclosures as to OWO, its business or its
financial condition.
10. Closing. The Closing of the transactions contemplated herein shall
take place on such date (the "Closing") as mutually determined by the parties
hereto when all conditions precedent have been met and all required documents
have been delivered, which Closing is expected to take place on or about June
29, 1999, but no later than June 30, 1999, unless extended by mutual consent of
all parties hereto. The "Closing Date" of the transactions described herein (the
"Acquisition"), shall be that date on which all conditions set forth herein have
been met and the MCL Shares are issued in exchange for the OWO Common Stock.
11. Conditions Precedent to the Obligations of OWO. All obligations of
OWO under this Agreement are subject to the fulfillment, prior to or as of the
Closing and/or the Closing Date, as indicated below, of each of the following
conditions:
(a) The representations and warranties by or on behalf of Hall and MCL
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all material respects at and as of the
Closing and Closing Date as though such representations and warranties were made
at and as of such time.
(b) MCL shall have performed and complied with all covenants,
agreements, and conditions set forth in, and shall have executed and delivered
all documents required by this Agreement to be performed or complied with or
executed and delivered by it prior to or at the Closing.
(c) On or before the Closing, the board of directors, and shareholders
representing a majority interest the outstanding common stock of MCL, shall have
approved in accordance with applicable state corporation law the execution and
delivery of this Agreement and the consummation of the transactions contemplated
herein.
(d) On or before the Closing Date, MCL shall have delivered to OWO
certified copies of resolutions of the board of directors and shareholders of
MCL approving and authorizing the execution, delivery and performance of this
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Agreement and authorizing all of the necessary and proper action to enable MCL
to comply with the terms of this Agreement including the election of OWO's
nominees to the Board of Directors of MCL and all matters outlined herein.
(e) The Acquisition shall be permitted by applicable law and MCL shall
have sufficient shares of its capital stock authorized to complete the
Acquisition.
(f) At Closing, the existing sole officer and director of MCL shall
have resigned in writing from all positions as director and officer of MCL
effective upon the election and appointment of the OWO nominees.
(g) At the Closing, all instruments and documents delivered to OWO and
OWO Stockholders pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for OWO.
(h) The shares of restricted MCL capital stock to be issued to OWO
Stockholders at Closing will be validly issued, nonassessable and fully-paid
under Nevada corporation law and will be issued in compliance with all federal,
state and applicable corporation and securities laws.
(i) OWO and OWO Stockholders shall have received the advice of their
tax advisor, if deemed necessary by them, as to all tax aspects of the
Acquisition.
(j) OWO shall have received all necessary and required approvals and
consents from required parties and its shareholders.
(k) MCL shall have completed the IVI Acquisition.
(l) At the Closing, MCL shall have delivered to OWO an opinion of its
counsel dated as of the Closing to the effect that:
(i) MCL is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its
incorporation;
(ii) This Agreement has been duly authorized, executed and
delivered by MCL and is a valid and binding obligation of MCL
enforceable in accordance with its terms;
(iii) MCL through its board of directors and stockholders has
taken all corporate action necessary for performance under this
Agreement;
(iv) The documents executed and delivered by MCL to OWO and
OWO Stockholders hereunder are valid and binding in accordance with
their terms and vest in OWO Stockholders, as the case may be, all
right, title and interest in and to the MCL Shares to be issued
pursuant to the terms hereof, and the MCL Shares when issued will be
duly and validly issued, fully-paid and nonassessable;
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(v) MCL has the corporate power to execute, deliver and
perform under this Agreement;
(vi) Legal counsel for MCL is not aware of any liabilities,
claims or lawsuits involving MCL;
12. Conditions Precedent to the Obligations of MCL. All obligations of
MCL under this Agreement are subject to the fulfillment, prior to or at the
Closing, of each of the following conditions:
(a) The representations and warranties by OWO and OWO Stockholders
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all material respects at and as of the
Closing as though such representations and warranties were made at and as of
such time.
(b) OWO shall have performed and complied with, in all material
respects, all covenants, agreements, and conditions required by this Agreement
to be performed or complied with by it prior to or at the Closing;
(c) OWO shall deliver on behalf of the OWO Stockholders a consent form
and a letter commonly known as an "Investment Letter," signed by each of said
shareholders, in substantially the form attached hereto as Exhibit "C",
acknowledging that the MCL Shares are being acquired for investment purposes.
(d) OWO shall deliver an opinion of its legal counsel to the effect
that:
(i) OWO is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of incorporation
and is duly qualified to do business in any jurisdiction where so
required except where the failure to so qualify would have no material
adverse impact on OWO;
(ii) This Agreement has been duly authorized, executed and
delivered by OWO.
(iii) The documents executed and delivered by OWO and OWO
Stockholders to MCL hereunder are valid and binding in accordance with
their terms and vest in MCL all right, title and interest in and to the
OWO Common Stock, which stock is duly and validly issued, fully-paid
and nonassessable.
13. Indemnification. For a period of one year from the Closing, MCL and
Hall agree to jointly and severally indemnify and hold harmless OWO, and OWO
agrees to indemnify and hold harmless MCL, at all times after the date of this
Agreement against and in respect of any liability, damage or deficiency, all
actions, suits, proceedings, demands, assessments, judgments, costs and expenses
including attorney's fees incident to any of the foregoing, resulting from any
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misrepresentations made by an indemnifying party to an indemnified party, an
indemnifying party's breach of covenant or warranty or an indemnifying party's
nonfulfillment of any agreement hereunder, or from any misrepresentation in or
omission from any certificate furnished or to be furnished hereunder.
14. Nature and Survival of Representations. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing and the consummation of the transactions contemplated hereby for one
year from the Closing. All of the parties hereto are executing and carrying out
the provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement and not upon
any investigation upon which it might have made or any representation, warranty,
agreement, promise or information, written or oral, made by the other party or
any other person other than as specifically set forth herein.
15. Documents at Closing. At the Closing, the following documents shall
be delivered:
(a) OWO will deliver, or will cause to be delivered, to MCL the
following:
(i) a certificate executed by the President and Secretary of
OWO to the effect that all representations and warranties made by OWO
under this Agreement are true and correct as of the Closing, the same
as though originally given to MCL on said date;
(ii) a certificate from the jurisdiction of incorporation of
OWO dated at or about the Closing to the effect that OWO is in good
standing under the laws of said jurisdiction;
(iii) Investment Letters in the form attached hereto as
Exhibit "C" executed by each OWO Stockholder;
(iv) such other instruments, documents and certificates, if
any, as are required to be delivered pursuant to the provisions of this
Agreement;
(v) certified copies of resolutions adopted by the
shareholders and directors of OWO authorizing this transaction; and
(vi) all other items, the delivery of which is a condition
precedent to the obligations of MCL as set forth herein.
(vii) the legal opinion required by Section 12(d) hereof.
(b) MCL will deliver or cause to be delivered to OWO:
(i) stock certificates representing the MCL Shares to be
issued as a part of the stock exchange as described herein;
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(ii) a certificate of the President of MCL, to the effect that
all representations and warranties of MCL made under this Agreement are
true and correct as of the Closing, the same as though originally given
to OWO on said date;
(iii) certified copies of resolutions adopted by MCL's board
of directors and MCL's Stockholders authorizing the Acquisition and all
related matters described herein;
(iv) certificate from the jurisdiction of incorporation of MCL
dated at or about the Closing Date that MCL is in good standing under
the laws of said state;
(v) opinion of MCL's counsel as described in Section 11(l)
above;
(vi) resignation of the existing officer and director of MCL;
(vii) all corporate and financial records of MCL; and
(viii) all other items, the delivery of which is a condition
precedent to the obligations of OWO, as set forth in Section 12 hereof.
16. Finder's Fees. MCL represents and warrants to OWO, and OWO
represents and warrants to MCL that neither of them, or any party acting on
their behalf, has incurred any liabilities, either express or implied, to any
"broker" of "finder" or similar person in connection with this Agreement or any
of the transactions contemplated hereby other than arrangements, if any,
disclosed to OWO by MCL to compensate any person who introduced the parties,
which obligation shall be the sole responsibility of MCL. In this regard, MCL,
on the one hand, and OWO on the other hand, will indemnify and hold the other
harmless from any claim, loss, cost or expense whatsoever (including reasonable
fees and disbursements of counsel) from or relating to any such express or
implied liability other than as disclosed herein.
17. Miscellaneous.
(a) Further Assurances. At any time, and from time to time, after the
Closing Date, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.
(b) Waiver. Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
(c) Amendment. This Agreement may be amended only in writing as agreed
to by all parties hereto.
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(d) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first class registered or certified mail, return receipt requested.
(e) Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(f) Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(g) Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada.
(h) Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.
(i) Entire Agreement. This Agreement and the attached Exhibits
constitute the entire agreement of the parties covering everything agreed upon
or understood in the transaction. There are no oral promises, conditions,
representations, understandings, interpretations or terms of any kind as
conditions or inducements to the execution hereof.
(j) Time. Time is of the essence.
(k) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
MEDIZONE CANADA LIMITED
By:/s/ Xxxxxx Xxxx
---------------------------------
Xxxxxx Xxxx, President and Secretary
/s/ Xxxxxx Xxxx
------------------------------------
Xxxxxx Xxxx, individually
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ONE WORLD ONLINE INCORPORATED
By:/s/ Xxxxx X. Xxxxxxx By:/s/ Xxxxx Xxxxxxxx
---------------------------- ---------------------------
Secretary President
T86agrplorg.ow2
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EXHIBIT "A"
To Agreement and Plan of Reorganization
List of OWO Stockholders
------------------------
MCL Shares to be
Name Issued at Closing
---- -----------------
EXHIBIT "B"
To Agreement and Plan of Reorganization
Form of Amendment to Articles of Incorporation
----------------------------------------------
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
MEDIZONE CANADA LIMITED
Pursuant to the applicable provisions of the Nevada Business
Corporations Act, Medizone Canada Limited (the "Corporation") adopts the
following Articles of Amendment to its Articles of Incorporation:
FIRST: The present name of the Corporation is Medizone Canada Limited.
SECOND: The following amendments to its Articles of Incorporation were
adopted by the board of directors and by majority consent of shareholders of the
Corporation in the manner prescribed by applicable law.
(1) The Article entitled ARTICLE I - NAME, is amended to read as
follows:
ARTICLE I - NAME
The name of the corporation shall be: One World Xxxxxxx.xxx, Inc.
(2) The Article entitled ARTICLE IV - STOCK, is amended to read as
follows:
ARTICLE IV - STOCK
Common. The aggregate number of common shares which this Corporation
shall have authority to issue is 100,000,000 shares of Common Stock having a par
value of $.001 per share. All common stock of the Corporation shall be of the
same class, common, and shall have the same rights and preferences. Fully-paid
common stock of this Corporation shall not be liable to any further call or
assessment.
Preferred. The Corporation shall be authorized to issue 1,000,000
shares of Preferred Stock having a par value of $.001 per share and with such
rights, preferences and designations determined by the board of directors.
(3) Article XII is hereby added and shall read as follows:
ARTICLE XII - ELIMINATION OF LIABILITY OF OFFICERS AND DIRECTORS
No officer or director of the Corporation shall have any liability to
the Corporation or its shareholders for damages for breach of fiduciary duty as
an officer of director except as an officer or director except as specifically
provided for under NRS78.037(1), and as it may be amended from time to time.
FOURTH: The number of shares of the Corporation outstanding and
entitled to vote at the time of the adoption of said amendment was 9,000,000.
FIFTH: The number of shares voted for such amendments was _________ (
%) and no shares were voted against such amendment.
DATED this 29 day of June, 1999.
MEDIZONE CANADA LIMITED
By:/s/ Xxxxxx Xxxx
-------------------------------
Xxxxxx Xxxx, President/Secretary
VERIFICATION
------------
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
The undersigned being first duly sworn, deposes and states: that the
undersigned is the President of Medizone Canada Limited, that the undersigned
has read the Certificate of Amendment and knows the contents thereof and that
the same contains a truthful statement of the Amendment duly adopted by the
board of directors and stockholders of the Corporation.
/s/ Xxxxxx Xxxx
--------------------
Xxxxxx Xxxx
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
Before me the undersigned Notary Public in and for the said County and
State, personally appeared the President and Secretary of Medizone Canada
Limited, a Nevada corporation, and signed the foregoing Articles of Amendment as
her own free and voluntary acts and deeds pursuant to a corporate resolution for
the uses and purposes set forth.
IN WITNESS WHEREOF, I have set my hand and seal this day of June, 1999.
-------------------
NOTARY PUBLIC
Notary Seal:
T86certamd.ow2
EXHIBIT "C"
To Agreement and Plan of Reorganization
Form of Investment Letter
-------------------------
INVESTMENT LETTER
TO THE BOARD OF DIRECTORS OF MEDIZONE CANADA LIMITED (to become ONE WORLD
ONLINE COM, INC.) ("Corporation")
a. The undersigned hereby represents to the Corporation, that (1) the
shares of the Corporation's common stock (the "Securities") which are being
acquired by the undersigned are being acquired for his own account and for
investment and not with a view to the public resale or distribution thereof; (2)
the undersigned will not sell, transfer or otherwise dispose of the securities
except in compliance with the Securities Act of 1933, as amended (the "Act");
and (3) he is aware that the Securities are "restricted securities" as that term
is defined in Rule 144 or the General Rules and Regulations under the Act.
b. The undersigned acknowledges that he has been afforded access to
disclosure documents and information regarding the Corporation as requested by
the undersigned.
c. The undersigned further acknowledges that he has had an opportunity to
ask questions of and receive answers from duly designated representatives of the
Corporation concerning the terms and conditions pursuant to which the Securities
are being purchased. The undersigned acknowledges that he has been afforded an
opportunity to examine such documents and other information which he has
requested for the purpose of verifying the information set forth in the
documents referred to above.
d. The undersigned acknowledges and understands that the Securities are
unregistered and must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available.
e. The undersigned further acknowledges that he is fully aware of the
applicable limitations on the resale of the Securities. These restrictions for
the most part are set forth in Rule 144. The Rule permits sales of "restricted
securities" upon compliance with the requirements of such Rule. If the Rule is
available to the undersigned, the undersigned may make only routine sales of
securities, in limited amounts, in accordance with the terms and conditions of
that Rule.
f. The Company is the only person which may register its Securities under
the Act and it currently is not contemplating registering any of its Securities.
Furthermore, the Company has not made any representations, warranties or
covenants to the undersigned regarding registration of the Securities or
compliance with any exemption under the Act.
g. By reason of my knowledge and experience in financial and business
matters in general, and investments in particular, I am capable of evaluating
the merits and risks of an investment by me in the Securities.
h. I am capable of bearing the economic risks of an investment in the
Securities. I fully understand the speculative nature of the Securities.
j. My present financial condition is such that I am under no present or
contemplated future need to dispose of any portion of the Securities to satisfy
any existing or contemplated undertaking, need, or indebtedness.
j. Any and all certificates representing the Securities, and any and all
securities issued in replacement thereof or in exchange therefor, shall bear the
following legend, which the undersigned has read and understands:
The shares represented by this Certificate have not been registered
under the Securities Act of 1933 (the "Act") and are "restricted
securities" as that term is defined in Rule 144 under the Act. The
shares may not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act or
pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of the
Company.
k. The undersigned further agrees that the Corporation shall have the
right to issue stop-transfer instructions to its transfer agent and acknowledges
that the Corporation has informed the undersigned of its intention to issue such
instructions.
l. The undersigned hereby affirms that the undersigned is an accredited
investor, in that the Subscriber qualifies as at least one of the following
(check boxes that apply):
|_| A natural person whose individual net worth, or joint
net worth with that person's spouse, at the time of
the purchase exceeds $1,000,000;
|_| A natural person who had an individual income in
excess of $200,000 in each of the two most recent
years, or joint income with that person's spouse in
excess of $300,000 in each of those years, and has a
reasonable expectation of reaching the same income
level in the current year; or
|_| An entity or trust which meets the definition of
accredited investor contained in Rule 501 of
Regulation D.
m. The undersigned agrees that no public sale under Rule 144 or
otherwise, assignment or hypothecation or other disposition of the Securities
shall be made for a period of two years from the date of original payment for
the shares being surrendered in exchange for the Securities, without the prior
written consent of the Company. The certificate(s) shall bear an appropriate
legend reflecting the lock-up.
Very truly yours,
Date: June 29, 1999
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