EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made as of the 17th day of March 2005
AMONG:
TAMARACK VENTURES, INC., a corporation formed pursuant to the laws of the
State of Nevada and having an office for business located at 00 Xxxxxx
Xxxxxx, Xxx 0000, Xxxxxxxxxxxx, Xxxxxxx, Xxxxxx POT 2CO
("Tamarack")
AND:
AICI, INC., a body corporate formed pursuant to the laws of the State of
Nevada and a wholly owned subsidiary of Tamarack
(the "Acquirer")
AND:
ADMINISTRATION FOR INTERNATIONAL CREDIT & INVESTMENTS, INC., a body
corporate formed pursuant to the laws of the State of Oregon and having an
office for business located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx
Xxxxx, Xxxxxxxxxx 00000
("AICI")
AND:
The shareholders of AICI, all of whom are set forth on the signature page
of this Agreement
(the "AICI Shareholders")
WHEREAS:
A. AICI is an Oregon corporation engaged in the business of providing Voice Over
Internet Protocol (VoIP) services;
B. The AICI Shareholders own 21,875,566 AICI Shares, being 100% of the presently
issued and outstanding AICI Shares;
C. Tamarack is a reporting company whose common stock is quoted on the Nasdaq
OTC Bulletin Board and which is not presently engaged in any business;
D. The respective Boards of Directors of Tamarack, AICI and the Acquirer deem it
advisable and in the best interests of Tamarack, AICI and the Acquirer that AICI
merge with and into the Acquirer (the "Merger") pursuant to this Agreement and
the Certificate of Merger, and the applicable provisions of the laws of the
State of Nevada; and
E. It is intended that the Merger shall qualify for United States federal income
tax purposes as a reorganization within the meaning of Section 368 of the
Internal Revenue Code of 1986, as amended.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants, agreements, representations and warranties contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
DEFINITIONS
1.1 In this Agreement the following terms will have the following meanings:
(a) "ACQUISITION SHARES" means the 21,875,566 Tamarack Common Shares to be
issued to the AICI Shareholders at Closing pursuant to the terms of
the Merger;
(b) "AGREEMENT" means this agreement and plan of merger among Tamarack,
the Acquirer, AICI, and the AICI Shareholders;
(c) "AICI ACCOUNTS PAYABLE AND LIABILITIES" means all accounts payable and
liabilities of AICI, due and owing or otherwise constituting a binding
obligation of AICI (other than a AICI Material Contract) as of
December 31, 2004 as set forth in Schedule "K" hereto;
(d) "AICI ACCOUNTS RECEIVABLE" means all accounts receivable and other
debts owing to AICI, as of December 31, 2004 as set forth in Schedule
"L" hereto;
(e) "AICI ASSETS" means the undertaking and all the property and assets of
the AICI Business of every kind and description wheresoever situated
including, without limitation, AICI Equipment, AICI Inventory, AICI
Material Contracts, AICI Accounts Receivable, AICI Cash, AICI
Intangible Assets and AICI Goodwill, and all credit cards, charge
cards and banking cards issued to AICI;
(f) "AICI BANK ACCOUNTS" means all of the bank accounts, lock boxes and
safety deposit boxes of AICI or relating to the AICI Business as set
forth in Schedule "M" hereto;
(g) "AICI BUSINESS" means all aspects of the business conducted by AICI;
(h) "AICI CASH" means all cash on hand or on deposit to the credit of AICI
on the Closing Date;
(i) "AICI DEBT TO RELATED PARTIES" means the debts owed by AICI and its
subsidiaries to the AICI Shareholders or to any family member thereof,
or to any affiliate, director or officer of AICI or the AICI
Shareholders as described in Schedule "N";
(j) "AICI EQUIPMENT" means all machinery, equipment, furniture, and
furnishings used in the AICI Business, including, without limitation,
the items more particularly described in Schedule "O" hereto;
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(k) "AICI FINANCIAL STATEMENTS" means, collectively, the audited financial
statements of AICI, including Jupiter Telecom, Inc., for the fiscal
years ended December 31, 2004 and 2003, together with the unqualified
auditors' report thereon, true copies of which are attached as
Schedule "J" hereto;
(l) "AICI GOODWILL" means the goodwill of the AICI Business together with
the exclusive right of Tamarack to represent itself as carrying on the
AICI Business in succession of AICI subject to the terms hereof, and
the right to use any words indicating that the AICI Business is so
carried on including the right to use the name "Administration for
International Credit & Investments," "IPEX" or "IPEXcom" or any
variation thereof as part of the name of or in connection with the
AICI Business or any part thereof carried on or to be carried on by
AICI, the right to all corporate, operating and trade names associated
with the AICI Business, or any variations of such names as part of or
in connection with the AICI Business, all telephone listings and
telephone advertising contracts, all lists of customers, books and
records and other information relating to the AICI Business, all
necessary licenses and authorizations and any other rights used in
connection with the AICI Business;
(m) "AICI INSURANCE POLICIES" means the public liability insurance and
insurance against loss or damage to AICI Assets and the AICI Business
as described in Schedule "P" hereto;
(n) "AICI INTANGIBLE ASSETS" means all of the intangible assets of AICI,
including, without limitation, AICI Goodwill, all trademarks, logos,
copyrights, designs, and other intellectual and industrial property of
AICI and its subsidiaries;
(o) "AICI INVENTORY" means all inventory and supplies of the AICI Business
as of December 31, 2004 as set forth in Schedule "Q" hereto;
(p) "AICI MATERIAL CONTRACTS" means the burden and benefit of and the
right, title and interest of AICI in, to and under all trade and
non-trade contracts, engagements or commitments, whether written or
oral, to which AICI is entitled in connection with the AICI Business
whereunder AICI is obligated to pay or entitled to receive the sum of
$10,000 or more including, without limitation, any pension plans,
profit sharing plans, bonus plans, loan agreements, security
agreements, indemnities and guarantees, any agreements with employees,
lessees, licensees, managers, accountants, suppliers, agents,
distributors, officers, directors, attorneys or others which cannot be
terminated without liability on not more than one month's notice, and
those contracts listed in Schedule "R" hereto; and
(q) "AICI SHARES" means all of the issued and outstanding shares of AICI's
equity stock.
(r) "CLOSING" means the completion, on the Closing Date, of the
transactions contemplated hereby in accordance with Article 9 hereof;
(s) "CLOSING DATE" means the day on which all conditions precedent to the
completion of the transaction as contemplated hereby have been
satisfied or waived;
(t) "EFFECTIVE TIME" means the date of the filing of an appropriate
Certificate of Merger in the form required by the State of Nevada,
which certificate shall provide that the Merger shall become effective
upon such filing;
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(u) "MERGER" means the merger, at the Effective Time, of AICI and the
Acquirer pursuant to this Agreement;
(v) "MERGER CONSIDERATION" means the Acquisition Shares;
(w) "PLACE OF CLOSING" means the offices of Sichenzia Xxxx Xxxxxxxx
Xxxxxxx LLP, or such other place as Tamarack and AICI may mutually
agree upon;
(x) "STATE CORPORATION LAW" means the corporation law of the State of
Nevada;
(y) "SURVIVING COMPANY" means the Acquirer following the merger with AICI;
(z) "TAMARACK ACCOUNTS PAYABLE AND LIABILITIES" means all accounts payable
and liabilities of Tamarack, on a consolidated basis, due and owing or
otherwise constituting a binding obligation of Tamarack and its
subsidiaries (other than a Tamarack Material Contract) as of October
31, 2004 as set forth is Schedule "B" hereto;
(aa) "TAMARACK ACCOUNTS RECEIVABLE" means all accounts receivable and other
debts owing to Tamarack, on a consolidated basis, as of October 31,
2004 as set forth in Schedule "C" hereto;
(bb) "TAMARACK ASSETS" means the undertaking and all the property and
assets of the Tamarack Business of every kind and description
wheresoever situated including, without limitation, Tamarack
Equipment, Tamarack Inventory, Tamarack Material Contracts, Tamarack
Accounts Receivable, Tamarack Cash, Tamarack Intangible Assets and
Tamarack Goodwill, and all credit cards, charge cards and banking
cards issued to Tamarack;
(cc) "TAMARACK BANK ACCOUNTS" means all of the bank accounts, lock boxes
and safety deposit boxes of Tamarack and its subsidiaries or relating
to the Tamarack Business as set forth in Schedule "D" hereto;
(dd) "TAMARACK BUSINESS" means all aspects of any business conducted by
Tamarack and its subsidiaries;
(ee) "TAMARACK CASH" means all cash on hand or on deposit to the credit of
Tamarack and its subsidiaries on the Closing Date;
(ff) "TAMARACK COMMON SHARES" means the shares of common stock in the
capital of Tamarack;
(gg) "TAMARACK DEBT TO RELATED PARTIES" means the debts owed by Tamarack
and its subsidiaries to any affiliate, director or officer of Tamarack
as described in Schedule "E" hereto;
(hh) "TAMARACK EQUIPMENT" means all machinery, equipment, furniture, and
furnishings used in the Tamarack Business, including, without
limitation, the items more particularly described in Schedule "F"
hereto;
(ii) "TAMARACK FINANCIAL STATEMENTS" means, collectively, the audited
financial statements of Tamarack for the fiscal years ended July 31,
2004 and 2003, together with the unqualified auditors' report thereon,
and the unaudited financial statements of Tamarack for the three-month
period ended October 31, 2004, true copies of which are attached as
Schedule "A" hereto;
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(jj) "TAMARACK GOODWILL" means the goodwill of the Tamarack Business
including the right to all corporate, operating and trade names
associated with the Tamarack Business, or any variations of such names
as part of or in connection with the Tamarack Business, all books and
records and other information relating to the Tamarack Business, all
necessary licenses and authorizations and any other rights used in
connection with the Tamarack Business;
(kk) "TAMARACK INSURANCE POLICIES" means the public liability insurance and
insurance against loss or damage to the Tamarack Assets and the
Tamarack Business as described in Schedule "G" hereto;
(ll) "TAMARACK INTANGIBLE ASSETS" means all of the intangible assets of
Tamarack and its subsidiaries, including, without limitation, Tamarack
Goodwill, all trademarks, logos, copyrights, designs, and other
intellectual and industrial property of Tamarack and its subsidiaries;
(mm) "TAMARACK INVENTORY" means all inventory and supplies of the Tamarack
Business as of October 31, 2004, as set forth in Schedule "H" hereto;
(nn) "TAMARACK MATERIAL CONTRACTS" means the burden and benefit of and the
right, title and interest of Tamarack and its subsidiaries in, to and
under all trade and non-trade contracts, engagements or commitments,
whether written or oral, to which Tamarack or its subsidiaries are
entitled whereunder Tamarack or its subsidiaries are obligated to pay
or entitled to receive the sum of $10,000 or more including, without
limitation, any pension plans, profit sharing plans, bonus plans, loan
agreements, security agreements, indemnities and guarantees, any
agreements with employees, lessees, licensees, managers, accountants,
suppliers, agents, distributors, officers, directors, attorneys or
others which cannot be terminated without liability on not more than
one month's notice, and those contracts listed in Schedule "I" hereto;
Any other terms defined within the text of this Agreement will have the meanings
so ascribed to them.
CAPTIONS AND SECTION NUMBERS
1.2 The headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.
SECTION REFERENCES AND SCHEDULES
1.3 Any reference to a particular "Article," "section," "paragraph," "clause" or
other subdivision is to the particular Article, section, clause or other
subdivision of this Agreement and any reference to a Schedule by letter will
mean the appropriate Schedule attached to this Agreement and by such reference
the appropriate Schedule is incorporated into and made part of this Agreement.
The Schedules to this Agreement are as follows:
Information concerning Tamarack
Schedule "A" Tamarack Financial Statements
Schedule "B" Tamarack Accounts Payable and Liabilities
Schedule "C" Tamarack Accounts Receivable
Schedule "D" Tamarack Bank Accounts
Schedule "E" Tamarack Debts to Related Parties
Schedule "F" Tamarack Equipment
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Schedule "G" Tamarack Insurance Policies
Schedule "H" Tamarack Inventory
Schedule "I" Tamarack Material Contracts
Information concerning AICI
Schedule "J" AICI Financial Statements
Schedule "K" AICI Accounts Payable and Liabilities
Schedule "L" AICI Accounts Receivable
Schedule "M" AICI Bank Accounts
Schedule "N" AICI Debts to Related Parties
Schedule "O" AICI Equipment
Schedule "P" AICI Insurance Policies
Schedule "Q" AICI Inventory
Schedule "R" AICI Material Contracts
Information concerning AICI Shareholders
Schedule "S" Investor Questionnaire
Agreements
Schedule "T" Form of Subscription Agreement
SEVERABILITY OF CLAUSES
1.4 If any part of this Agreement is declared or held to be invalid for any
reason, such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement would have been executed without reference to
any portion which may, for any reason, be hereafter declared or held to be
invalid.
ARTICLE 2
THE MERGER
THE MERGER
2.1 At Closing, AICI shall be merged with and into the Acquirer pursuant to this
Agreement and Plan of Merger and the separate corporate existence of AICI shall
cease and the Acquirer, as it exists from and after the Closing, shall be the
Surviving Company.
EFFECT OF THE MERGER
2.2 The Merger shall have the effect provided therefor by the State Corporation
Law. Without limiting the generality of the foregoing, and subject thereto, at
Closing (i) all the rights, privileges, immunities, powers and franchises, of a
public as well as of a private nature, and all property, real, personal and
mixed, and all debts due on whatever account, including without limitation
subscriptions to shares, and all other choses in action, and all and every other
interest of or belonging to or due to AICI or the Acquirer, as a group, subject
to the terms hereof, shall be taken and deemed to be transferred to, and vested
in, the Surviving Company without further act or deed; and all property, rights
and privileges, immunities, powers and franchises and all and every other
interest shall be thereafter as effectually the property of the Surviving
Company, as they were of AICI and the Acquirer, as a group, and (ii) all debts,
liabilities, duties and obligations of AICI and the Acquirer, as a group,
subject to the terms hereof, shall become the debts, liabilities and duties of
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the Surviving Company and the Surviving Company shall thenceforth be responsible
and liable for all debts, liabilities, duties and obligations of AICI and the
Acquirer, as a group, and neither the rights of creditors nor any liens upon the
property of AICI or the Acquirer, as a group, shall be impaired by the Merger,
and may be enforced against the Surviving Company.
CERTIFICATE OF INCORPORATION; BYLAWS; DIRECTORS AND OFFICERS
2.3 The Certificate of Incorporation of the Surviving Company from and after the
Closing shall be the Certificate of Incorporation of the Acquirer until
thereafter amended in accordance with the provisions therein and as provided by
the applicable provisions of the State Corporation Law. The Bylaws of the
Surviving Company from and after the Closing shall be the Bylaws of AICI as in
effect immediately prior to the Closing, continuing until thereafter amended in
accordance with their terms, the Certificate of Incorporation of the Surviving
Company and as provided by the State Corporation Law. The Directors of AICI
shall be the Directors of Acquirer from and after the Closing.
CONVERSION OF SECURITIES
2.4 At the Effective Time, by virtue of the Merger and without any action on the
part of the Acquirer, AICI or the AICI Shareholders, the shares of capital stock
of each of AICI and the Acquirer shall be converted as follows:
(a) Capital Stock of the Acquirer. Each issued and outstanding share of
the Acquirer's capital stock shall continue to be issued and
outstanding and shall be converted into one share of validly issued,
fully paid, and non-assessable common stock of the Surviving Company.
Each stock certificate of the Acquirer evidencing ownership of any
such shares shall continue to evidence ownership of such shares of
capital stock of the Surviving Company.
(b) Conversion of AICI Shares. Each AICI Share that is issued and
outstanding at the Effective Time shall automatically be cancelled and
extinguished and converted, without any action on the part of the
holder thereof, into the right to receive at the time and in the
amounts described in this Agreement an amount of Acquisition Shares
equal to the number of Acquisition Shares divided by the number of
AICI Shares outstanding immediately prior to Closing. All such AICI
Shares, when so converted, shall no longer be outstanding and shall
automatically be cancelled and retired and shall cease to exist, and
each holder of a certificate representing any such shares shall cease
to have any rights with respect thereto, except the right to receive
the Acquisition Shares paid in consideration therefor upon the
surrender of such certificate in accordance with this Agreement.
ADHERENCE WITH APPLICABLE SECURITIES LAWS
2.5 The AICI Shareholders understand that the Acquisition Shares are being
offered to them in reliance upon specific exemptions from the registration
requirements of United States federal and state securities laws under Regulation
D and/or Regulation S as promulgated under the Securities Act of 1933, as
amended, and that Tamarack is relying upon the truth and accuracy of, and the
AICI Shareholders' compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the AICI Shareholders set forth herein in
order to determine the availability of such exemptions and the eligibility of
the AICI Shareholders to acquire the Acquisition Shares. Accordingly, each AICI
Shareholder hereby represents either:
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(a) it is an "accredited investor" within the meaning of Rule 501(a) of
Regulation D promulgated under the Securities Act of 1933, as amended,
and is familiar with the type of risks inherent in the acquisition of
securities such as the Tamarack Common Shares and each AICI
Shareholder's financial position is such that the AICI Shareholder can
afford to retain its Acquisition Shares for an indefinite period of
time without realizing any direct or indirect cash return on its
investment; or
(b) it is acquiring the Acquisition Shares in an offshore transaction and
further represents:
(i) the AICI Shareholder is outside the United States when
receiving and executing this Agreement;
(ii) the AICI Shareholder is not aware of any advertisement of
any of the Acquisition Shares;
(iii) the AICI Shareholder has not acquired the Acquisition Shares
as a result of, and will not itself engage in, any "directed
selling efforts" (as defined in Regulation S under the
Securities Act of 1933, as amended) in the United States in
respect of the Acquisition Shares which would include any
activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning
the market in the United States for the resale of the
Acquisition Shares; provided, however, that the AICI
Shareholders may sell or otherwise dispose of the
Acquisition Shares pursuant to registration of the
Acquisition Shares pursuant to the Securities Act of 1933,
as amended, and any applicable state and provincial
securities laws or under an exemption from such registration
requirements and as otherwise provided herein;
(iv) the AICI Shareholder agrees that Tamarack will refuse to
register any transfer of the Acquisition Shares not made in
accordance with the provision of Regulation S, pursuant to
an effective registration statement under the Securities Act
of 1933, as amended, or pursuant to an available exemption
from the registration requirements of the Securities Act of
1933 and in accordance with applicable state and provincial
securities laws;
(v) the AICI Shareholder understands and agrees that offers and
sales of any of the Acquisition Shares, prior to the
expiration of a period of one year after the date of
transfer of the Acquisition Shares (the "Distribution
Compliance Period"), shall only be made in compliance with
the safe harbor provisions set forth in Regulation S,
pursuant to the registration provisions of the Securities
Act of 1933, as amended, or an exemption therefrom, and that
all offers and sales after the Distribution Compliance
Period shall be made only in compliance with the
registration provisions of the Securities Act of 1933, as
amended, or an exemption therefrom, and in each case only in
accordance with all applicable securities laws; and
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(vi) the AICI Shareholder understands and agrees not to engage in
any hedging transactions involving the Acquisition Shares,
prior to the end of the Distribution Compliance Period
unless such transactions are in compliance with the
Securities Act of 1933, as amended.
2.6 The AICI Shareholders hereby acknowledge that upon the issuance of the
Acquisition Shares, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing
any of the Acquisition Shares will bear a legend substantially in one of the
following forms:
NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS
CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE
FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), IN
RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT IS THEN IN FACT APPLICABLE
TO SAID SHARES;
OR
THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS
(AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH
CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN
ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
2.7 The AICI Shareholders agree that they are acquiring the Acquisition Shares
for investment purposes and will not offer, sell or otherwise transfer, pledge
or hypothecate any of the Acquisition Shares issued to them (other than pursuant
to an effective Registration Statement under the Securities Act of 1933, as
amended) directly or indirectly unless:
(a) the sale is to Tamarack;
(b) the sale is made pursuant to the exemption from registration
under the Securities Act of 1933, as amended, provided by Rule
144 thereunder; or
(c) the Acquisition Shares are sold in a transaction that does not
require registration under the Securities Act of 1933, as
amended, or any applicable United States state laws and
regulations governing the offer and sale of securities, and the
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vendor has furnished to Tamarack an opinion of counsel to that
effect or such other written opinion as may be reasonably
required by Tamarack.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF TAMARACK
REPRESENTATIONS AND WARRANTIES
3.1 Tamarack represents and warrants in all material respects to AICI and the
AICI Shareholders, with the intent that AICI and the AICI Shareholders will rely
thereon in entering into this Agreement and in approving and completing the
transactions contemplated hereby, that:
TAMARACK - CORPORATE STATUS AND CAPACITY
(a) Incorporation. Tamarack is a corporation duly incorporated and validly
subsisting under the laws of the State of Nevada, and is in good
standing with the office of the Secretary of State for the State of
Nevada;
(b) Carrying on Business. Tamarack does not currently conduct business,
except for the actual operations of the corporation which are carried
on in Ontario, Canada and does carry on any other material business
activity in any other jurisdictions. Tamarack is duly authorized to
carry on such business in Ontario, Canada. The nature of the Tamarack
Business does not require Tamarack to register or otherwise be
qualified to carry on business in any other jurisdictions;
(c) Corporate Capacity. Tamarack has the corporate power, capacity and
authority to own the Tamarack Assets and to enter into and complete
this Agreement;
(d) Reporting Status; Listing. Tamarack is required to file periodic and
current reports with the Securities and Exchange Commission pursuant
to section 13 of the Securities Exchange Act of 1934, as amended, the
Tamarack Common Shares are quoted on the Nasdaq OTC Bulletin Board,
and all reports required to be filed by Tamarack with the Securities
and Exchange Commission or Nasdaq have been timely filed;
ACQUIRER - CORPORATE STATUS AND CAPACITY
(e) Incorporation. The Acquirer is a corporation duly incorporated and
validly subsisting under the laws of the State of Nevada, and is in
good standing with the office of the Secretary of State for the State
of Nevada;
(f) Carrying on Business. Other than corporate formation and organization,
the Acquirer has not carried on business activities to date.
(g) Corporate Capacity. The Acquirer has the corporate power, capacity and
authority to enter into and complete this Agreement;
TAMARACK - CAPITALIZATION
(h) Authorized Capital. The authorized capital of Tamarack consists of
75,000,000 Tamarack Common Shares, $0.001 par value, of which
6,320,000 Tamarack Common Shares are presently issued and outstanding;
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(i) No Option. No person, firm or corporation has any agreement or option
or any right capable of becoming an agreement or option for the
acquisition of Tamarack Common Shares or for the purchase,
subscription or issuance of any of the unissued shares in the capital
of Tamarack;
(j) Capacity. Tamarack has the full right, power and authority to enter
into this Agreement on the terms and conditions contained herein;
ACQUIRER CAPITALIZATION
(k) Authorized Capital. The authorized capital of the Acquirer consists of
200 shares of common stock, $0.001 par value, of which one share of
common stock is presently issued and outstanding;
(l) No Option. No person, firm or corporation has any agreement or option
or any right capable of becoming an agreement or option for the
acquisition of any common or preferred shares in Acquirer or for the
purchase, subscription or issuance of any of the unissued shares in
the capital of Acquirer;
(m) Capacity. The Acquirer has the full right, power and authority to
enter into this Agreement on the terms and conditions contained
herein;
TAMARACK - RECORDS AND FINANCIAL STATEMENTS
(n) Charter Documents. The charter documents of Tamarack and the Acquirer
have not been altered since the incorporation of each, respectively,
except as filed in the record books of Tamarack or the Acquirer, as
the case may be;
(o) Corporate Minute Books. The corporate minute books of Tamarack and its
subsidiaries are complete and each of the minutes contained therein
accurately reflect the actions that were taken at a duly called and
held meeting or by consent without a meeting. All actions by Tamarack
and its subsidiaries which required director or shareholder approval
are reflected on the corporate minute books of Tamarack and its
subsidiaries. Tamarack and its subsidiaries are not in violation or
breach of, or in default with respect to, any term of their respective
Articles of Incorporation (or other charter documents) or by-laws.
(p) Tamarack Financial Statements. The Tamarack Financial Statements
present fairly, in all material respects, the assets and liabilities
(whether accrued, absolute, contingent or otherwise) of Tamarack, on a
consolidated basis, as of the respective dates thereof, and the sales
and earnings of the Tamarack Business during the periods covered
thereby, in all material respects and have been prepared in
substantial accordance with generally accepted accounting principles
consistently applied;
(q) Tamarack Accounts Payable and Liabilities. There are no material
liabilities, contingent or otherwise, of Tamarack or its subsidiaries
which are not disclosed in Schedule "B" hereto or reflected in the
Tamarack Financial Statements except those incurred in the ordinary
course of business since the date of the said schedule and the
Tamarack Financial Statements, and neither Tamarack nor its
subsidiaries have guaranteed or agreed to guarantee any debt,
liability or other obligation of any person, firm or corporation.
Without limiting the generality of the foregoing, all accounts payable
and liabilities of Tamarack and its subsidiaries as of October 31,
2004 are described in Schedule "B" hereto;
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(r) Tamarack Accounts Receivable. All the Tamarack Accounts Receivable
result from bona fide business transactions and services actually
rendered without, to the knowledge and belief of Tamarack, any claim
by the obligor for set-off or counterclaim;
(s) Tamarack Bank Accounts. All of the Tamarack Bank Accounts, their
location, numbers and the authorized signatories thereto are as set
forth in Schedule "D" hereto;
(t) No Debt to Related Parties. Except as disclosed in Schedule "E"
hereto, neither Tamarack nor its subsidiaries are, and on Closing will
not be, materially indebted to any affiliate, director or officer of
Tamarack except accounts payable on account of bona fide business
transactions of Tamarack incurred in normal course of the Tamarack
Business, including employment agreements, none of which are more than
30 days in arrears;
(u) No Related Party Debt to Tamarack. No director or officer or affiliate
of Tamarack is now indebted to or under any financial obligation to
Tamarack or its subsidiaries on any account whatsoever, except for
advances on account of travel and other expenses not exceeding $5,000
in total;
(v) No Dividends. No dividends or other distributions on any shares in the
capital of Tamarack have been made, declared or authorized since the
date of the Tamarack Financial Statements;
(w) No Payments. No payments of any kind have been made or authorized
since the date of the Tamarack Financial Statements to or on behalf of
officers, directors, shareholders or employees of Tamarack or its
subsidiaries or under any management agreements with Tamarack or its
subsidiaries, except payments made in the ordinary course of business
and at the regular rates of salary or other remuneration payable to
them;
(x) No Pension Plans. There are no pension, profit sharing, group
insurance or similar plans or other deferred compensation plans
affecting Tamarack or its subsidiaries;
(y) No Adverse Events. Since the date of the Tamarack Financial Statements
(i) there has not been any material adverse change in the
financial position or condition of Tamarack, its
subsidiaries, its liabilities or the Tamarack Assets or any
damage, loss or other change in circumstances materially
affecting Tamarack, the Tamarack Business or the Tamarack
Assets or Tamarack' right to carry on the Tamarack Business,
other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other
event (whether or not covered by insurance) materially and
adversely affecting Tamarack, its subsidiaries, the Tamarack
Business or the Tamarack Assets,
(iii) there has not been any material increase in the compensation
payable or to become payable by Tamarack to any of
Tamarack's officers, employees or agents or any bonus,
payment or arrangement made to or with any of them,
(iv) the Tamarack Business has been and continues to be carried
on in the ordinary course,
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(v) Tamarack has not waived or surrendered any right of material
value,
(vi) Neither Tamarack nor its subsidiaries have discharged or
satisfied or paid any lien or encumbrance or obligation or
liability other than current liabilities in the ordinary
course of business, and
(vii) no capital expenditures in excess of $10,000 individually or
$30,000 in total have been authorized or made.
TAMARACK - INCOME TAX MATTERS
(z) Tax Returns. On or before the Closing Date, all tax returns and
reports of Tamarack and its subsidiaries required by law to be filed
shall have been filed and shall be true, complete and correct, and any
taxes payable in accordance with any return filed by Tamarack and its
subsidiaries or in accordance with any notice of assessment or
reassessment issued by any taxing authority shall have been so paid;
(aa) Current Taxes. Adequate provisions have been made for taxes payable
for the current period for which tax returns are not yet required to
be filed and there are no agreements, waivers, or other arrangements
providing for an extension of time with respect to the filing of any
tax return by, or payment of, any tax, governmental charge or
deficiency by Tamarack or its subsidiaries. Tamarack is not aware of
any contingent tax liabilities or any grounds which would prompt a
reassessment including aggressive treatment of income and expenses in
filing earlier tax returns;
TAMARACK - APPLICABLE LAWS AND LEGAL MATTERS
(bb) Licenses. Tamarack and its subsidiaries hold all licenses and permits
as may be requisite for carrying on the Tamarack Business in the
manner in which it has heretofore been carried on, which licenses and
permits have been maintained and continue to be in good standing
except where the failure to obtain or maintain such licenses or
permits would not have a material adverse effect on the Tamarack
Business;
(cc) Applicable Laws. Neither Tamarack nor its subsidiaries have been
charged with or received notice of breach of any laws, ordinances,
statutes, regulations, by-laws, orders or decrees to which they are
subject or which apply to them the violation of which would have a
material adverse effect on the Tamarack Business, and to Tamarack'
knowledge, neither Tamarack nor its subsidiaries are in breach of any
laws, ordinances, statutes, regulations, bylaws, orders or decrees the
contravention of which would result in a material adverse impact on
the Tamarack Business;
(dd) Pending or Threatened Litigation. There is no material litigation or
administrative or governmental proceeding pending or threatened
against or relating to Tamarack, its subsidiaries, the Tamarack
Business, or any of the Tamarack Assets nor does Tamarack have any
knowledge of any deliberate act or omission of Tamarack or its
subsidiaries that would form any material basis for any such action or
proceeding;
(ee) No Bankruptcy. Neither Tamarack nor its subsidiaries have made any
voluntary assignment or proposal under applicable laws relating to
insolvency and bankruptcy and no bankruptcy petition has been filed or
presented against Tamarack or its subsidiaries and no order has been
made or a resolution passed for the winding-up, dissolution or
liquidation of Tamarack or its subsidiaries;
13
(ff) Labor Matters. Neither Tamarack nor its subsidiaries are party to any
collective agreement relating to the Tamarack Business with any labor
union or other association of employees and no part of the Tamarack
Business has been certified as a unit appropriate for collective
bargaining or, to the knowledge of Tamarack, has made any attempt in
that regard;
(gg) Finder's Fees. Neither Tamarack nor its subsidiaries are party to any
agreement which provides for the payment of finder's fees, brokerage
fees, commissions or other fees or amounts which are or may become
payable to any third party in connection with the execution and
delivery of this Agreement and the transactions contemplated herein;
EXECUTION AND PERFORMANCE OF AGREEMENT
(hh) Authorization and Enforceability. The execution and delivery of this
Agreement, and the completion of the transactions contemplated hereby,
have been duly and validly authorized by all necessary corporate
action on the part of Tamarack and the Acquirer;
(ii) No Violation or Breach. The execution and performance of this
Agreement will not:
(i) violate the charter documents of Tamarack or the Acquirer or
result in any breach of, or default under, any loan
agreement, mortgage, deed of trust, or any other agreement
to which Tamarack or its subsidiaries are party,
(ii) give any person any right to terminate or cancel any
agreement including, without limitation, the Tamarack
Material Contracts, or any right or rights enjoyed by
Tamarack or its subsidiaries,
(iii) result in any alteration of Tamarack's or its subsidiaries'
obligations under any agreement to which Tamarack or its
subsidiaries are party including, without limitation, the
Tamarack Material Contracts,
(iv) result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever in favor
of a third party upon or against the Tamarack Assets,
(v) result in the imposition of any tax liability to Tamarack or
its subsidiaries relating to the Tamarack Assets, or
(vi) violate any court order or decree to which either Tamarack
or its subsidiaries are subject;
THE TAMARACK ASSETS - OWNERSHIP AND CONDITION
(jj) Business Assets. The Tamarack Assets comprise all of the property and
assets of the Tamarack Business, and no other person, firm or
corporation owns any assets used by Tamarack or its subsidiaries in
operating the Tamarack Business, whether under a lease, rental
agreement or other arrangement, other than as disclosed in Schedules
"F" or "I" hereto;
(kk) Title. Tamarack or its subsidiaries are the legal and beneficial owner
of the Tamarack Assets, free and clear of all mortgages, liens,
charges, pledges, security interests, encumbrances or other claims
whatsoever, save and except as disclosed in Schedules "F" or "I"
hereto;
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(ll) No Option. No person, firm or corporation has any agreement or option
or a right capable of becoming an agreement for the purchase of any of
the Tamarack Assets;
(mm) Tamarack Insurance Policies. Tamarack and its subsidiaries maintain
the public liability insurance and insurance against loss or damage to
the Tamarack Assets and the Tamarack Business as described in Schedule
"G" hereto;
(nn) Tamarack Material Contracts. The Tamarack Material Contracts listed in
Schedule "I" constitute all of the material contracts of Tamarack and
its subsidiaries;
(oo) No Default. There has not been any default in any material obligation
of Tamarack or any other party to be performed under any of the
Tamarack Material Contracts, each of which is in good standing and in
full force and effect and unamended (except as disclosed in Schedule
"I" hereto), and Tamarack is not aware of any default in the
obligations of any other party to any of the Tamarack Material
Contracts;
(pp) No Compensation on Termination. There are no agreements, commitments
or understandings relating to severance pay or separation allowances
on termination of employment of any employee of Tamarack or its
subsidiaries. Neither Tamarack nor its subsidiaries are obliged to pay
benefits or share profits with any employee after termination of
employment except as required by law;
TAMARACK ASSETS - TAMARACK EQUIPMENT
(qq) Tamarack Equipment. The Tamarack Equipment has been maintained in a
manner consistent with that of a reasonably prudent owner and such
equipment is in good working condition;
TAMARACK ASSETS - TAMARACK GOODWILL AND OTHER ASSETS
(rr) Tamarack Goodwill. Tamarack and its subsidiaries do not carry on the
Tamarack Business under any other business or trade names. Tamarack
does not have any knowledge of any infringement by Tamarack or its
subsidiaries of any patent, trademarks, copyright or trade secret;
THE TAMARACK BUSINESS
(ss) Maintenance of Business. Since the date of the Tamarack Financial
Statements, Tamarack and its subsidiaries have not entered into any
material agreement or commitment except in the ordinary course and
except as disclosed herein;
(tt) Subsidiaries. Except for the Acquirer, Tamarack does not own any
subsidiaries and does not otherwise own, directly or indirectly, any
shares or interest in any other corporation, partnership, joint
venture or firm; and
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TAMARACK - ACQUISITION SHARES
(uu) Acquisition Shares. The Acquisition Shares when delivered to the
holders of AICI Shares pursuant to the Merger shall be validly issued
and outstanding as fully paid and non-assessable shares and the
Acquisition Shares shall be transferable upon the books of Tamarack,
in all cases subject to the provisions and restrictions of all
applicable securities laws.
NON-MERGER AND SURVIVAL
3.2 The representations and warranties of Tamarack contained herein will be true
at and as of Closing in all material respects as though such representations and
warranties were made as of such time. Notwithstanding the completion of the
transactions contemplated hereby, the waiver of any condition contained herein
(unless such waiver expressly releases a party from any such representation or
warranty) or any investigation made by AICI or the AICI Shareholders, the
representations and warranties of Tamarack shall survive the Closing.
INDEMNITY
3.3 Tamarack agrees to indemnify and save harmless AICI and the AICI
Shareholders from and against any and all claims, demands, actions, suits,
proceedings, assessments, judgments, damages, costs, losses and expenses,
including including attorneys' and other professionals' fees and disbursements,
and any payment made in good faith in settlement of any claim (subject to the
right of Tamarack to defend any such claim), resulting from the breach by it of
any representation or warranty made under this Agreement or from any
misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by Tamarack to AICI or the AICI Shareholders
hereunder.
ARTICLE 4
COVENANTS OF TAMARACK
COVENANTS
4.1 Tamarack covenants and agrees with AICI that it will:
(a) Conduct of Business. Until the Closing, conduct its business
diligently and in the ordinary course consistent with the manner in
which it generally has been operated up to the date of execution of
this Agreement;
(b) Preservation of Business. Until the Closing, use its best efforts to
preserve the Tamarack Business and the Tamarack Assets and, without
limitation, preserve for AICI Tamarack's and its subsidiaries'
relationships with any third party having business relations with
them;
(c) Access. Until the Closing, give AICI, the AICI Shareholders, and their
representatives full access to all of the properties, books,
contracts, commitments and records of Tamarack, and furnish to AICI,
the AICI Shareholders and their representatives all such information
as they may reasonably request;
(d) Procure Consents. Until the Closing, take all reasonable steps
required to obtain, prior to Closing, any and all third party consents
required to permit the Merger and to preserve and maintain the
Tamarack Assets notwithstanding the change in control of AICI arising
from the Merger; and
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(e) Name Change. Forthwith after the Closing, take such steps as are
required to change the name of Tamarack to "IPEXcom, Inc." or such
similar name as may be acceptable to the board of directors of AICI.
AUTHORIZATION
4.2 Tamarack hereby agrees to authorize and direct any and all federal, state,
municipal, foreign and international governments and regulatory authorities
having jurisdiction respecting Tamarack and its subsidiaries to release any and
all information in their possession respecting Tamarack and its subsidiaries to
AICI. Tamarack shall promptly execute and deliver to AICI any and all consents
to the release of information and specific authorizations which AICI reasonably
requires to gain access to any and all such information.
SURVIVAL
4.3 The covenants set forth in this Article shall survive the Closing for the
benefit of AICI and the AICI Shareholders.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF
AICI AND THE AICI SHAREHOLDERS
REPRESENTATIONS AND WARRANTIES
5.1 AICI and the AICI Shareholders jointly and severally represent and warrant
in all material respects to Tamarack, with the intent that it will rely thereon
in entering into this Agreement and in approving and completing the transactions
contemplated hereby, that:
AICI - CORPORATE STATUS AND CAPACITY
(a) Incorporation. AICI is a corporation duly incorporated and validly
subsisting under the laws of the State of Oregon, and is in good
standing with the office of the Secretary of State for the State of
Oregon;
(b) Carrying on Business. AICI carries on business primarily in the State
of California and does not carry on any material business activity in
any other jurisdiction. AICI has an office in San Diego, California
and in no other locations. The nature of the AICI Business does not
require AICI to register or otherwise be qualified to carry on
business in any other jurisdiction;
(c) Corporate Capacity. AICI has the corporate power, capacity and
authority to own the AICI Assets, to carry on the Business of AICI and
to enter into and complete this Agreement;
AICI - CAPITALIZATION
(d) Authorized Capital. The authorized capital of AICI consists of
52,500,000 shares of common stock, $.001 par value per share, and
12,500,000 shares of preferred stock, $.01 par value per share, of
which no shares have been designated;
(e) Ownership of AICI Shares. The issued and outstanding share capital of
AICI will on Closing consist of 21,875,566 common shares (being the
AICI Shares), which shares on Closing shall be validly issued and
outstanding as fully paid and non-assessable shares, and 0 shares of
preferred stock. The AICI Shareholders will be at Closing the
registered and beneficial owner of 21,875,566 AICI Shares. The AICI
17
Shares owned by the AICI Shareholders will on Closing be free and
clear of any and all liens, charges, pledges, encumbrances,
restrictions on transfer and adverse claims whatsoever;
(f) No Option. No person, firm or corporation has any agreement, option,
warrant, preemptive right or any other right capable of becoming an
agreement or option for the acquisition of AICI Shares held by the
AICI Shareholders or for the purchase, subscription or issuance of any
of the unissued shares in the capital of AICI;
(g) No Restrictions. There are no restrictions on the transfer, sale or
other disposition of AICI Shares contained in the charter documents of
AICI or under any agreement;
AICI - RECORDS AND FINANCIAL STATEMENTS
(h) Charter Documents. The charter documents of AICI have not been altered
since its incorporation date, except as filed in the record books of
AICI;
(i) Corporate Minute Books. The corporate minute books of AICI are
complete and each of the minutes contained therein accurately reflect
the actions that were taken at a duly called and held meeting or by
consent without a meeting. All actions by AICI which required director
or shareholder approval are reflected on the corporate minute books of
AICI. AICI is not in violation or breach of, or in default with
respect to, any term of its Articles of Incorporation (or other
charter documents) or by-laws.
(j) AICI Financial Statements. The AICI Financial Statements present
fairly, in all material respects, the assets and liabilities (whether
accrued, absolute, contingent or otherwise) of AICI, on consolidated
basis, as of the respective dates thereof, and the sales and earnings
of the AICI Business during the periods covered thereby, in all
material respects, and have been prepared in substantial accordance
with generally accepted accounting principles consistently applied;
(k) AICI Accounts Payable and Liabilities. There are no material
liabilities, contingent or otherwise, of AICI which are not disclosed
in Schedule "K" hereto or reflected in the AICI Financial Statements
except those incurred in the ordinary course of business since the
date of the said schedule and the AICI Financial Statements, and AICI
has not guaranteed or agreed to guarantee any debt, liability or other
obligation of any person, firm or corporation. Without limiting the
generality of the foregoing, all accounts payable and liabilities of
AICI as of December 31, 2004 are described in Schedule "K" hereto;
(l) AICI Accounts Receivable. All AICI Accounts Receivable result from
bona fide business transactions and services actually rendered
without, to the knowledge and belief of AICI, any claim by the obligor
for set-off or counterclaim;
(m) AICI Bank Accounts. All of the AICI Bank Accounts, their location,
numbers and the authorized signatories thereto are as set forth in
Schedule "M" hereto;
(n) No Debt to Related Parties. Except as disclosed in Schedule "N"
hereto, AICI is not, and on Closing will not be, materially indebted
to the AICI Shareholders nor to any family member thereof, nor to any
affiliate, director or officer of AICI or the AICI Shareholders except
accounts payable on account of bona fide business transactions of AICI
incurred in normal course of AICI Business, including employment
agreements with the AICI Shareholders, none of which are more than 30
days in arrears;
18
(o) No Related Party Debt to AICI. Neither the AICI Shareholders nor any
director, officer or affiliate of AICI are now indebted to or under
any financial obligation to AICI on any account whatsoever, except for
advances on account of travel and other expenses not exceeding $5,000
in total;
(p) No Dividends. No dividends or other distributions on any shares in the
capital of AICI have been made, declared or authorized since the date
of the AICI Financial Statements;
(q) No Payments. No payments of any kind have been made or authorized
since the date of the AICI Financial Statements to or on behalf of the
AICI Shareholders or to or on behalf of officers, directors,
shareholders or employees of AICI or under any management agreements
with AICI, except payments made in the ordinary course of business and
at the regular rates of salary or other remuneration payable to them;
(r) No Pension Plans. There are no pension, profit sharing, group
insurance or similar plans or other deferred compensation plans
affecting AICI;
(s) No Adverse Events. Since the date of the AICI Financial Statements:
(i) there has not been any material adverse change in the
consolidated financial position or condition of AICI, its
liabilities or the AICI Assets or any damage, loss or other
change in circumstances materially affecting AICI, the AICI
Business or the AICI Assets or AICI's right to carry on the
AICI Business, other than changes in the ordinary course of
business,
(ii) there has not been any damage, destruction, loss or other
event (whether or not covered by insurance) materially and
adversely affecting AICI, the AICI Business or the AICI
Assets,
(iii) there has not been any material increase in the compensation
payable or to become payable by AICI to the AICI
Shareholders or to any of AICI's officers, employees or
agents or any bonus, payment or arrangement made to or with
any of them,
(iv) the AICI Business has been and continues to be carried on in
the ordinary course,
(v) AICI has not waived or surrendered any right of material
value,
(vi) AICI has not discharged or satisfied or paid any lien or
encumbrance or obligation or liability other than current
liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or
$30,000 in total have been authorized or made;
AICI - INCOME TAX MATTERS
(t) Tax Returns. All tax returns and reports of AICI required by law to be
filed have been filed and are true, complete and correct, and any
taxes payable in accordance with any return filed by AICI or in
accordance with any notice of assessment or reassessment issued by any
taxing authority have been so paid;
19
(u) Current Taxes. Adequate provisions have been made for taxes payable
for the current period for which tax returns are not yet required to
be filed and there are no agreements, waivers, or other arrangements
providing for an extension of time with respect to the filing of any
tax return by, or payment of, any tax, governmental charge or
deficiency by AICI. AICI is not aware of any contingent tax
liabilities or any grounds which would prompt a reassessment including
aggressive treatment of income and expenses in filing earlier tax
returns;
AICI - APPLICABLE LAWS AND LEGAL MATTERS
(v) Licenses. AICI holds all licenses and permits as may be requisite for
carrying on the AICI Business in the manner in which it has heretofore
been carried on, which licenses and permits have been maintained and
continue to be in good standing except where the failure to obtain or
maintain such licenses or permits would not have a material adverse
effect on the AICI Business;
(w) Applicable Laws. AICI has not been charged with or received notice of
breach of any laws, ordinances, statutes, regulations, by-laws, orders
or decrees to which it is subject or which applies to it the violation
of which would have a material adverse effect on the AICI Business,
and, to AICI's knowledge, AICI is not in breach of any laws,
ordinances, statutes, regulations, by-laws, orders or decrees the
contravention of which would result in a material adverse impact on
the AICI Business;
(x) Pending or Threatened Litigation. There is no material litigation or
administrative or governmental proceeding pending or threatened
against or relating to AICI, the AICI Business, or any of the AICI
Assets, nor does AICI have any knowledge of any deliberate act or
omission of AICI that would form any material basis for any such
action or proceeding;
(y) No Bankruptcy. AICI has not made any voluntary assignment or proposal
under applicable laws relating to insolvency and bankruptcy and no
bankruptcy petition has been filed or presented against AICI and no
order has been made or a resolution passed for the winding-up,
dissolution or liquidation of AICI;
(z) Labor Matters. AICI is not a party to any collective agreement
relating to the AICI Business with any labor union or other
association of employees and no part of the AICI Business has been
certified as a unit appropriate for collective bargaining or, to the
knowledge of AICI, has made any attempt in that regard and AICI has no
reason to believe that any current employees will leave AICI's employ
as a result of this Merger.
(aa) Finder's Fees. AICI is not a party to any agreement which provides for
the payment of finder's fees, brokerage fees, commissions or other
fees or amounts which are or may become payable to any third party in
connection with the execution and delivery of this Agreement and the
transactions contemplated herein, except for an agreement providing
for fees payable to Aegis Securities Corp. and an agreement providing
for fees payable to Xxxxxx Securities, L.P.;
EXECUTION AND PERFORMANCE OF AGREEMENT
(bb) Authorization and Enforceability. The execution and delivery of this
Agreement, and the completion of the transactions contemplated hereby,
have been duly and validly authorized by all necessary corporate
action on the part of AICI;
20
(cc) No Violation or Breach. The execution and performance of this
Agreement will not
(i) violate the charter documents of AICI or result in any
breach of, or default under, any loan agreement, mortgage,
deed of trust, or any other agreement to which AICI is a
party,
(ii) give any person any right to terminate or cancel any
agreement including, without limitation, AICI Material
Contracts, or any right or rights enjoyed by AICI,
(iii) result in any alteration of AICI's obligations under any
agreement to which AICI is a party including, without
limitation, the AICI Material Contracts,
(iv) result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever in favor
of a third party upon or against the AICI Assets,
(v) result in the imposition of any tax liability to AICI
relating to AICI Assets or the AICI Shares, or
(vi) violate any court order or decree to which either AICI is
subject;
AICI ASSETS - OWNERSHIP AND CONDITION
(dd) Business Assets. The AICI Assets comprise all of the property and
assets of the AICI Business, and neither the AICI Shareholders nor any
other person, firm or corporation owns any assets used by AICI in
operating the AICI Business, whether under a lease, rental agreement
or other arrangement, other than as disclosed in Schedules "O" or "R"
hereto;
(ee) Title. AICI is the legal and beneficial owner of the AICI Assets, free
and clear of all mortgages, liens, charges, pledges, security
interests, encumbrances or other claims whatsoever, save and except as
disclosed in Schedules "O" or "R" hereto;
(ff) No Option. No person, firm or corporation has any agreement or option
or a right capable of becoming an agreement for the purchase of any of
the AICI Assets;
(gg) AICI Insurance Policies. AICI maintains the public liability insurance
and insurance against loss or damage to the AICI Assets and the AICI
Business as described in Schedule "P" hereto;
(hh) AICI Material Contracts. The AICI Material Contracts listed in
Schedule "R" constitute all of the material contracts of AICI;
(ii) No Default. There has not been any default in any material obligation
of AICI or any other party to be performed under any of the AICI
Material Contracts, each of which is in good standing and in full
force and effect and unamended (except as disclosed in Schedule "R"),
and AICI is not aware of any default in the obligations of any other
party to any of the AICI Material Contracts;
(jj) No Compensation on Termination. There are no agreements, commitments
or understandings relating to severance pay or separation allowances
on termination of employment of any employee of AICI. AICI is not
obliged to pay benefits or share profits with any employee after
termination of employment except as required by law;
21
AICI ASSETS - AICI EQUIPMENT
(kk) AICI Equipment. The AICI Equipment has been maintained in a manner
consistent with that of a reasonably prudent owner and such equipment
is in good working condition;
AICI ASSETS - AICI GOODWILL AND OTHER ASSETS
(ll) AICI Goodwill. AICI carries on the AICI Business only under the names
"Administration for International Credit & Investments, Inc.,"
"IPEXcom" and variations thereof and under no other business or trade
names. AICI does not have any knowledge of any infringement by AICI of
any patent, trademark, copyright or trade secret;
THE BUSINESS OF AICI
(mm) Maintenance of Business. Since the date of the AICI Financial
Statements, the AICI Business has been carried on in the ordinary
course and AICI has not entered into any material agreement or
commitment except in the ordinary course; and
(nn) Subsidiaries. AICI does not own any subsidiaries and does not
otherwise own, directly or indirectly, any shares or interest in any
other corporation, partnership, joint venture or firm.
NON-MERGER AND SURVIVAL
5.2 The representations and warranties of AICI and the AICI Shareholders
contained herein will be true at and as of Closing in all material respects as
though such representations and warranties were made as of such time.
Notwithstanding the completion of the transactions contemplated hereby, the
waiver of any condition contained herein (unless such waiver expressly releases
a party from any such representation or warranty) or any investigation made by
Tamarack, the representations and warranties of AICI and the AICI Shareholders
shall survive the Closing.
INDEMNITY
5.3 AICI Xxxxxxxx Xxxxxxx jointly and severally agree to indemnify and save
harmless Tamarack from and against any and all claims, demands, actions, suits,
proceedings, assessments, judgments, damages, costs, losses and expenses,
including attorneys' and other professionals' fees and disbursements, and
including any payment made in good faith in settlement of any claim (subject to
the right of AICI and the AICI Shareholders to defend any such claim), resulting
from the breach by any of them of any representation or warranty of such party
made under this Agreement or from any misrepresentation in or omission from any
certificate or other instrument furnished or to be furnished by AICI or the AICI
Shareholders to Tamarack hereunder. This provision shall survive the Closing for
a period of one year.
22
ARTICLE 6
COVENANTS OF AICI AND
THE AICI SHAREHOLDERS
COVENANTS
6.1 AICI and the AICI Shareholders covenant and agree with Tamarack that they
will:
(a) Conduct of Business. Until the Closing, conduct the AICI Business
diligently and in the ordinary course consistent with the manner in
which the AICI Business generally has been operated up to the date of
execution of this Agreement;
(b) Preservation of Business. Until the Closing, use their best efforts to
preserve the AICI Business and the AICI Assets and, without
limitation, preserve for Tamarack AICI's relationships with their
suppliers, customers and others having business relations with them;
(c) Access. Until the Closing, give Tamarack and its representatives full
access to all of the properties, books, contracts, commitments and
records of AICI relating to AICI, the AICI Business and the AICI
Assets, and furnish to Tamarack and its representatives all such
information as they may reasonably request;
(d) Procure Consents. Until the Closing, take all reasonable steps
required to obtain, prior to Closing, any and all third party consents
required to permit the Merger and to preserve and maintain the AICI
Assets, including the AICI Material Contracts, notwithstanding the
change in control of AICI arising from the Merger;
(e) Reporting and Internal Controls. From and after the Effective Time,
the AICI Shareholders shall forthwith take all required actions to
implement internal controls on the business of the Surviving Company
to ensure that the Surviving Company and Tamarack comply with Section
13(b)(2) of the Securities and Exchange Act of 1934, as amended;
(f) Audited Financial Statements. Immediately upon execution of this
Agreement, cause to be prepared audited financial statements of AICI
in compliance with the requirements of Regulation S-B as promulgated
by the Securities and Exchange Commission, such audited financial
statements to be provided no later than 75 days after the Closing
Date; and
(g) Name Change. Forthwith after the Closing, take such steps as are
required to change the name of Tamarack to "IPEXcom, Inc." or such
similar name as may be acceptable to the board of directors of AICI.
AUTHORIZATION
6.2 AICI hereby agrees to authorize and direct any and all federal, state,
municipal, foreign and international governments and regulatory authorities
having jurisdiction respecting AICI to release any and all information in their
possession respecting AICI to Tamarack. AICI shall promptly execute and deliver
to Tamarack any and all consents to the release of information and specific
authorizations which Tamarack reasonably require to gain access to any and all
such information.
23
SURVIVAL
6.3 The covenants set forth in this Article shall survive the Closing for the
benefit of Tamarack.
ARTICLE 7
CONDITIONS PRECEDENT
CONDITIONS PRECEDENT IN FAVOR OF TAMARACK
7.1 Tamarack's obligations to carry out the transactions contemplated hereby are
subject to the fulfillment of each of the following conditions precedent on or
before the Closing:
(a) all documents or copies of documents required to be executed and
delivered to Tamarack hereunder will have been so executed and
delivered;
(b) all of the terms, covenants and conditions of this Agreement to be
complied with or performed by AICI or the AICI Shareholders at or
prior to the Closing will have been complied with or performed;
(c) Tamarack shall have completed its review and inspection of the books
and records of AICI and shall be satisfied with same in all material
respects;
(d) title to the AICI Shares held by the AICI Shareholders and to the AICI
Assets will be free and clear of all mortgages, liens, charges,
pledges, security interests, encumbrances or other claims whatsoever,
save and except as disclosed herein;
(e) the Certificate of Merger shall be executed by AICI in form acceptable
for filing with the Nevada Secretary of State;
(f) subject to Article 8 hereof, there will not have occurred
(i) any material adverse change in the financial position or
condition of AICI, its liabilities or the AICI Assets or any
damage, loss or other change in circumstances materially and
adversely affecting the AICI Business or the AICI Assets or
AICI's right to carry on the AICI Business, other than
changes in the ordinary course of business, none of which
has been materially adverse, or
(ii) any damage, destruction, loss or other event, including
changes to any laws or statutes applicable to AICI or the
AICI Business (whether or not covered by insurance)
materially and adversely affecting AICI, the AICI Business
or the AICI Assets;
(g) AICI shall have effected a forward stock split of AICI's common share
capital on a one for 4.2 basis, pursuant to which each holder of
AICI's common stock shall receive nine shares for every two shares
owned;
(h) all officers, directors and 10% or more of Tamarack's outstanding
common stock post-Merger shall have executed lock-up agreements on
terms mutually agreeable to AICI and Tamarack;
(i) Tamarack's issued and outstanding common share capital shall be
reduced to 2,820,000 Tamarack Common Shares by the return to treasury
of 3,500,000 Tamarack Common Shares and Tamarack shall have received a
release in form satisfactory to AICI from the persons returning such
shares in that regard;
24
(j) the transactions contemplated hereby shall have been approved by all
regulatory authorities having jurisdiction over the subject matter
hereof, if any;
(h) all consents and other approvals required or reasonably deemed
advisable by legal counsel of Tamarack for the Merger will have been
obtained;
(k) All representations and warranties of AICI and the AICI Shareholders
shall be true, complete and correct and without omission of any
material fact; and
(l) the closing of a private placement by Tamarack of not less than
1,000,000 units, with each unit consisting of two shares of common
stock and two common stock purchase warrants at a price of $2.00 per
unit.
WAIVER BY TAMARACK
7.2 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of Tamarack and any such condition may be waived in whole
or in part by Tamarack at or prior to Closing by delivering to AICI a written
waiver to that effect signed by Tamarack. In the event that the conditions
precedent set out in the preceding section are not satisfied on or before the
Closing, Tamarack shall be released from all obligations under this Agreement.
CONDITIONS PRECEDENT IN FAVOR OF AICI AND THE AICI SHAREHOLDERS
7.3 The obligation of AICI and the AICI Shareholders to carry out the
transactions contemplated hereby is subject to the fulfillment of each of the
following conditions precedent on or before the Closing:
(a) all documents or copies of documents required to be executed and
delivered to AICI hereunder will have been so executed and delivered;
(b) all of the terms, covenants and conditions of this Agreement to be
complied with or performed by Tamarack at or prior to the Closing will
have been complied with or performed;
(c) AICI shall have completed its review and inspection of the books and
records of Tamarack and its subsidiaries and shall be satisfied with
same in all material respects;
(d) Tamarack will have delivered the Acquisition Shares to be issued
pursuant to the terms of the Merger to AICI at the Closing and the
Acquisition Shares will be registered on the books of Tamarack in the
name of the holder of AICI Shares at the Effective Time;
(e) title to the Acquisition Shares will be free and clear of all
mortgages, liens, charges, pledges, security interests, encumbrances
or other claims whatsoever;
(f) the Certificate of Merger shall be executed by the Acquirer in form
acceptable for filing with the Nevada Secretary of State;
(g) subject to Article 8 hereof, there will not have occurred
(i) any material adverse change in the financial position or
condition of Tamarack, its subsidiaries, their liabilities
or the Tamarack Assets or any damage, loss or other change
in circumstances materially and adversely affecting
Tamarack, the Tamarack Business or the Tamarack Assets or
Tamarack' right to carry on the Tamarack Business, other
than changes in the ordinary course of business, none of
which has been materially adverse, or
25
(ii) any damage, destruction, loss or other event, including
changes to any laws or statutes applicable to Tamarack or
the Tamarack Business (whether or not covered by insurance)
materially and adversely affecting Tamarack, its
subsidiaries, the Tamarack Business or the Tamarack Assets;
(h) Tamarack's issued and outstanding common share capital shall be
reduced to 2,820,000 Tamarack Common Shares by the return to treasury
of 3,500,000 Tamarack Common Shares and Tamarack shall have received a
release in form satisfactory to AICI from the persons returning such
shares in that regard;
(i) the transactions contemplated hereby shall have been approved by all
regulatory authorities having jurisdiction over the subject matter
hereof, if any;
(j) all consents and other approvals required or reasonably deemed
advisable by legal counsel of AICI for the Merger will have been
obtained;
(k) Tamarack shall be fully current in all of its required regulatory
filings;
(l) All representations and warranties of Tamarack shall be true, complete
and correct and without omission of any material fact;
(m) Tamarack shall have provided AICI with undated written resignations,
in such form as is mutually agreeable to AICI and Tamarack, of all
Tamarack's executive officers and Tamarack shall appoint such
executive officers as designated by AICI;
(n) Tamarack shall have provided AICI with undated resignations of all
Tamarack's directors, except that Tamarack may appoint one member to
Tamarack's board of directors on the Closing Date;
(o) the closing of a private placement by Tamarack of not less than
1,000,000 units, with each unit consisting of two shares of common
stock and two common stock purchase warrants at a price of $2.00 per
unit; and
(p) the satisfaction of all liabilities of Tamarack on or prior to the
Closing Date.
WAIVER BY AICI AND THE AICI SHAREHOLDERS
7.4 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of AICI and the AICI Shareholders and any such condition
may be waived in whole or in part by AICI or the AICI Shareholders at or prior
to the Closing by delivering to Tamarack a written waiver to that effect signed
by AICI and the AICI Shareholders. In the event that the conditions precedent
set out in the preceding section are not satisfied on or before the Closing AICI
and the AICI Shareholders shall be released from all obligations under this
Agreement.
NATURE OF CONDITIONS PRECEDENT
7.5 The conditions precedent set forth in this Article are conditions of
completion of the transactions contemplated by this Agreement and are not
conditions precedent to the existence of a binding agreement. Each party
acknowledges receipt of the sum of $1.00 and other good and valuable
26
consideration as separate and distinct consideration for agreeing to the
conditions of precedent in favor of the other party or parties set forth in this
Article.
TERMINATION
7.6 Notwithstanding any provision herein to the contrary, if the Closing does
not occur on or before April 1, 2005, this Agreement will be at an end and will
have no further force or effect, unless otherwise agreed upon by the parties in
writing.
CONFIDENTIALITY
7.7 Notwithstanding any provision herein to the contrary, the parties hereto
agree that the existence and terms of this Agreement are confidential and that
if this Agreement is terminated pursuant to the preceding section the parties
agree to return to one another any and all financial, technical and business
documents delivered to the other party or parties in connection with the
negotiation and execution of this Agreement and shall keep the terms of this
Agreement and all information and documents received from AICI and Tamarack and
the contents thereof confidential and not utilize nor reveal or release same;
provided, however, that Tamarack will be required to issue news releases
regarding the execution and consummation of this Agreement and file a Current
Report on Form 8-K with the Securities and Exchange Commission respecting the
proposed Merger contemplated hereby together with such other documents as are
required to maintain the currency of Tamarack's filings with the Securities and
Exchange Commission.
ARTICLE 8
RISK
MATERIAL CHANGE IN THE BUSINESS OF AICI
8.1 If any material loss or damage to the AICI Business occurs prior to Closing
and such loss or damage, in Tamarack's reasonable opinion, cannot be
substantially repaired or replaced within sixty (60) days, Tamarack shall,
within two (2) days following any such loss or damage, by notice in writing to
AICI, at its option, either:
(a) terminate this Agreement, in which case no party will be under any
further obligation to any other party; or
(b) elect to complete the Merger and the other transactions contemplated
hereby, in which case the proceeds and the rights to receive the
proceeds of all insurance covering such loss or damage will, as a
condition precedent to Tamarack's obligations to carry out the
transactions contemplated hereby, be vested in AICI or otherwise
adequately secured to the satisfaction of Tamarack on or before the
Closing Date.
MATERIAL CHANGE IN THE TAMARACK BUSINESS
8.2 If any material loss or damage to the Tamarack Business occurs prior to
Closing and such loss or damage, in AICI's reasonable opinion, cannot be
substantially repaired or replaced within sixty (60) days, AICI shall, within
two (2) days following any such loss or damage, by notice in writing to
Tamarack, at its option, either:
(a) terminate this Agreement, in which case no party will be under any
further obligation to any other party; or
(b) elect to complete the Merger and the other transactions contemplated
hereby, in which case the proceeds and the rights to receive the
27
proceeds of all insurance covering such loss or damage will, as a
condition precedent to AICI's obligations to carry out the
transactions contemplated hereby, be vested in Tamarack or otherwise
adequately secured to the satisfaction of AICI on or before the
Closing Date.
ARTICLE 9
CLOSING
CLOSING
9.1 The Merger and the other transactions contemplated by this Agreement will be
closed at the Place of Closing in accordance with the closing procedure set out
in this Article.
DOCUMENTS TO BE DELIVERED BY AICI
9.2 On or before the Closing, AICI and the AICI Shareholders will deliver or
cause to be delivered to Tamarack:
(a) the original or certified copies of the charter documents of AICI and
all corporate records, documents and instruments of AICI, the
corporate seal of AICI and all books and accounts of AICI;
(b) all reasonable consents or approvals required to be obtained by AICI
for the purposes of completing the Merger and preserving and
maintaining the interests of AICI under any and all AICI Material
Contracts and in relation to AICI Assets;
(c) certified copies of such resolutions of the shareholders and directors
of AICI as are required to be passed to authorize the execution,
delivery and implementation of this Agreement;
(d) an acknowledgement from AICI and the AICI Shareholders of the
satisfaction of the conditions precedent set forth in section 7.3
hereof;
(e) the Certificate of Merger, duly executed by AICI; and
(f) such other documents as Tamarack may reasonably require to give effect
to the terms and intention of this Agreement.
DOCUMENTS TO BE DELIVERED BY TAMARACK
9.3 On or before the Closing, Tamarack shall deliver or cause to be delivered to
AICI and the AICI Shareholders:
(a) share certificates representing the Acquisition Shares duly registered
in the names of the holders of shares of AICI Common Stock;
(b) certified copies of such resolutions of the directors of Tamarack as
are required to be passed to authorize the execution, delivery and
implementation of this Agreement;
(c) a certified copy of a resolution of the directors of Tamarack dated as
of the Closing Date appointing the nominees of AICI as officers of
AICI;
(d) an undated resolution of the directors of Tamarack appointing the
nominee of the AICI Shareholders listed below in Article 10 to the
board of directors of Tamarack;
28
(e) undated resignations of Xxxxxx Reukl and Xxxx Xxxxxxxx as directors of
Tamarack;
(f) undated resignation of Xxxxxx Reukl from all executive officer
positions of Tamarack;
(g) an acknowledgement from Tamarack of the satisfaction of the conditions
precedent set forth in section 7.1 hereof;
(h) the Certificate of Merger, duly executed by the Acquirer; and
(i) such other documents as AICI may reasonably require to give effect to
the terms and intention of this Agreement.
ARTICLE 10
POST-CLOSING MATTERS
Forthwith after the Closing, Tamarack, AICI and the AICI Shareholders agree
to use all their best efforts to:
(a) file the Certificate of Merger with Secretary of State of the State of
Nevada;
(b) issue a news release reporting the Closing;
(c) date the resignation of Xxxx Xxxxxxxx referenced in Section 9.3(e)
having all but one director of Tamarack resign and date the resolution
appointing one AICI nominee to Tamarack's board of directors;
(d) file with the Securities and Exchange Commission a report on Schedule
14f-1 disclosing the change in control of Tamarack, mail the Schedule
14f-1 to Tamarack's shareholders, and 10 days after such mailing, date
the resolutions appointing to the board of directors of Tamarack such
other nominees as AICI shall designate and forthwith date and accept
the resignation of Xxxxxx Reukl as a director of Tamarack;
(e) file a Form 8-K with the Securities and Exchange Commission disclosing
the terms of this Agreement and, not more than 75 days following the
Closing, file and amended Form 8-K which includes audited financial
statements of AICI as well as pro forma financial information of AICI
and Tamarack as required by Regulation S-B as promulgated by the
Securities and Exchange Commission;
(f) file reports on Schedule 13D and Form 3 with the Securities and
Exchange Commission disclosing the acquisition of the Acquisition
Shares by the AICI Shareholders; and
(g) take such steps as are required to change the name of Tamarack to
"IPEXcom, Inc." or such similar name as may be acceptable to the board
of directors of IPEX.
29
ARTICLE 11
GENERAL PROVISIONS
ARBITRATION
11.1 The parties hereto shall attempt to resolve any dispute, controversy,
difference or claim arising out of or relating to this Agreement by negotiation
in good faith. If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in the City of San Diego, California.
NOTICE
11.2 Any notice required or permitted to be given by any party will be deemed to
be given when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid single certified or registered mail, or
facsimile. Any notice delivered by mail shall be deemed to have been received on
the fourth business day after and excluding the date of mailing, except in the
event of a disruption in regular postal service in which event such notice shall
be deemed to be delivered on the actual date of receipt. Any notice delivered
personally or by facsimile shall be deemed to have been received on the actual
date of delivery.
ADDRESSES FOR SERVICE
11.3 The address for service of notice of each of the parties hereto is as
follows:
(a) Tamarack or the Acquirer:
Tamarack Ventures, Inc.
00 Xxxxxx Xxxxxx
Xxx 0000
Xxxxxxxxxxxx
Xxxxxxx, Xxxxxx POT 2CO
Attn: Xxxxxx Reukl, President
Phone: (000) 000-0000
Facsimile: (000) 000-0000
(b) AICI or the AICI Shareholders
Administration for International Credit & Investments, Inc.
00000 Xxxx Xxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxxx Xxxxxxx, President
Phone: (000) 000-0000
Facsimile: (000) 000-0000
with copies to (which shall not constitute notice):
Xxxx X. Xxxx, Esq.
Sichenzia Xxxx Xxxxxxxx & Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
30
CHANGE OF ADDRESS
11.4 Any party may, by notice to the other parties change its address for notice
to some other address in North America and will so change its address for notice
whenever the existing address or notice ceases to be adequate for delivery by
hand. A post office box may not be used as an address for service.
FURTHER ASSURANCES
11.5 Each of the parties will execute and deliver such further and other
documents and do and perform such further and other acts as any other party may
reasonably require to carry out and give effect to the terms and intention of
this Agreement.
TIME OF THE ESSENCE
11.6 Time is expressly declared to be the essence of this Agreement.
ENTIRE AGREEMENT
11.7 The provisions contained herein constitute the entire agreement among AICI,
the AICI Shareholders, the Acquirer and Tamarack respecting the subject matter
hereof and supersede all previous communications, representations and
agreements, whether verbal or written, among AICI, the AICI Shareholders, the
Acquirer and Tamarack with respect to the subject matter hereof.
ENUREMENT
11.8 This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
permitted assigns.
ASSIGNMENT
11.9 This Agreement is not assignable without the prior written consent of the
parties hereto.
COUNTERPARTS
11.10 This Agreement may be executed in counterparts, each of which when
executed by any party will be deemed to be an original and all of which
counterparts will together constitute one and the same Agreement. Delivery of
executed copies of this Agreement by facsimile will constitute proper delivery,
provided that originally executed counterparts are delivered to the parties
within a reasonable time thereafter.
APPLICABLE LAW
11.11 This Agreement is subject to the laws of the State of Nevada.
31
IN WITNESS WHEREOF the parties have executed this Agreement effective as of
the day and year first above written.
TAMARACK VENTURES, INC.
/s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx Reukl
----------------------------- ----------------------------------------------
Witness Name: Xxxxxx Reukl
Title: President
AICI, INC.
/s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx Reukl
----------------------------- ----------------------------------------------
Witness Name: Xxxxxx Reukl
Title: President
ADMINISTRATION FOR INTERNATIONAL
CREDIT & INVESTMENTS, INC.
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------- -----------------------------------------
Witness Name: Xxxxxxxx Xxxxxxx
Title: President
[Signatures of AICI Shareholders follow.]
32
AICI SHAREHOLDERS
/s/ Xxxxxxxx Xxxxxxx
------------------------------------
Xxxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
LG INTERNATIONAL FINANANCIAL LTD.
/s/ Xxxxx Xxx Xxxxx
------------------------------------
Name: Xxxx, Xxx Xxxxx, Xxxxx
Title: Director
/s/ Xxxxxx Xxxxxxx
------------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxx
------------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Xxxxxxx Xxxxxxxxx
/s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
/s/ Xxx Xxxxxxx
------------------------------------
Xxx Xxxxxxx
33
AICI SHAREHOLDERS (CONT'D)
/s/ Xxxxxxxx Xxxxxxxx
------------------------------------
Xxxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxx
------------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxx Xxxxxxxx III
------------------------------------
Xxxxxx Xxxx Xxxxxxxx III
/s/ Xxxxxx Xxxxxx
------------------------------------
Xxxxxx Xxxxxx
