EXHIBIT 10.1
ACQUISITION AGREEMENT
This Acquisition Agreement (the "Agreement") is dated as of October 10,
2003 by and between Xxxxx Xxxxxxx Acquisition Corp., an Idaho corporation
("GRDG"), Pediatric Prosthetics, Inc., a Texas corporation ("PPI"), and those
individuals or entities identified on the signature page hereof as the
shareholders of PPI (each a "Shareholder" and collectively the "Shareholders").
Each of GRDG, PPI, and the Shareholders shall be referred to as a "Party" and
collectively as the "Parties."
The parties agree as follows:
1. THE ACQUISITION.
1.1 Purchase and Sale Subject to the Terms and Conditions of this
Agreement. At the Closing to be held as provided in Section 2, GRDG
shall sell the GRDG Shares (defined below) to the Shareholders, and
the Shareholders shall purchase the GRDG Shares from GRDG, free and
clear of all Encumbrances other than restrictions imposed by Federal
and State securities laws.
1.2 Purchase Price.
(a) GRDG will exchange 8,011,390 shares (after giving effect to a 1
-for-2 reverse stock split as set forth in Section 4.5 below) of its
restricted common stock (the "GRDG Common Shares"), and 1,000,000 shares of
Series A Convertible Preferred Stock, the rights, privileges, and
preferences of which are set forth in that certain Certificate of
Designation as set forth in Exhibit "G" hereto (the "GRDG Preferred Shares"
and together with the GRDG Common Shares, the "GRDG Shares") for all of the
outstanding shares of common stock of PPI (the "PPI Shares"). The GRDG
Shares shall be issued and delivered to the Shareholders as set forth in
Exhibit "A" hereto.
(b) GRDG will issue an aggregate of 4,839,470 shares (after giving
effect to a 1-for-2 reverse stock split as set forth in Section 4.5 below)
of its restricted common stock (the "GRDG Xxxxxxxxx Group Shares") to the
Shareholders as set forth in Exhibit "A" hereto.
2. THE CLOSING.
2.1 Place and Time. The closing of the sale and exchange of the GRDG
Shares for the PPI Shares (the "Closing") shall take place at the
offices of The Lebrecht Group, APLC, 00000 Xxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 no later than the close of business
(Orange County California time) on October 31, 2003, or at such other
place, date and time as the parties may agree in writing (the "Closing
Date").
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2.2 Deliveries by PPI At the Closing, PPI shall deliver the
following:
a. All documents, instruments and writings required by this
Agreement to be delivered by PPI at the Closing and any other
documents or records relating to PPI's business reasonably
requested by GRDG in connection with this Agreement.
2.3 Deliveries by GRDG. At the Closing, GRDG shall deliver the
following:
a. The GRDG Shares for further delivery to the PPI shareholders
as contemplated by section 1.
b. The documents contemplated by Section 4.
c. All other documents, instruments and writings required by
this Agreement to be delivered by GRDG at the Closing.
2.4 Deliveries by the Shareholders. At the Closing, the Shareholders,
and each of them, shall deliver the following to GRDG:
a. The PPI Shares, endorsed for transfer to GRDG as
contemplated by Section 1, or documentation sufficient to GRDG
that the PPI Shares have not been issued.
3. CONDITIONS TO GRDG'S OBLIGATIONS.
The obligations of GRDG to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one or
more of which may be waived by GRDG:
3.1 No Injunction. There shall not be in effect any injunction, order
or decree of a court of competent jurisdiction that prevents the
consummation of the transactions contemplated by this Agreement, that
prohibits GRDG's acquisition of the PPI Shares or the issuance of the
GRDG Shares or that will require any divestiture as a result of GRDG's
acquisition of the PPI Shares or that will require all or any part of
the business of GRDG to be held separate and no litigation or
proceedings seeking the issuance of such an injunction, order or
decree or seeking to impose substantial penalties on GRDG or PPI if
this Agreement is consummated shall be pending.
3.2 Representations, Warranties and Agreements. (a) The
representations and warranties of PPI set forth in this Agreement
shall be true and complete in all material respects as of the Closing
Date as though made at such time, and (b) PPI shall have performed and
complied in all material respects with the agreements contained in
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this Agreement required to be performed and complied with by it
at or prior to the Closing.
3.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies necessary for
the consummation of GRDG's acquisition of the PPI Shares shall have
been obtained and shall be in full force and effect.
3.4 Shareholder Approval. The transactions contemplated by this
Agreement shall be approved by a majority of the outstanding shares of
GRDG common stock entitled to vote on such matters, such approval to
be obtained at a duly called meeting of the shareholders as soon as
reasonably practicable following the execution of this Agreement.
3.5 Assignment of Certain GRDG Debts and Cancellation of Warrants.
(a) The valid assignment of an aggregate of $350,000.00 face
value of that certain Convertible Note dated February 27, 2001 and
originally executed in favor of International Investment Banking, Inc.
shall have been obtained as set forth in the Assignment of Promissory
Note attached as Exhibit "B" hereto.
(b) The valid cancellation of warrants to purchase 275,000 shares
of GRDG common stock represented by that certain Warrant Agreement
dated February 27, 2001 and originally granted to Stockbroker
Relations of Colorado, Inc. shall have been obtained as set forth in
the Cancellation of Warrants attached as Exhibit "B" hereto.
4. CONDITIONS TO PPI'S OBLIGATIONS.
The obligations of PPI to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one or
more of which may be waived by PPI:
4.1 No Injunction. There shall not be in effect any injunction, order
or decree of a court of competent jurisdiction that prevents the
consummation of the transactions contemplated by this Agreement, that
prohibits GRDG's acquisition of the PPI Shares or the Shareholder's of
the GRDG Shares or that will require any divestiture as a result of
GRDG's acquisition of the PPI Shares or the Shareholder's acquisition
of the GRDG Shares or that will require all or any part of the
business of GRDG or PPI to be held separate and no litigation or
proceedings seeking the issuance of such an injunction, order or
decree or seeking to impose substantial penalties on GRDG or PPI if
this Agreement is consummated shall be pending.
4.2 Representations, Warranties and Agreements. (a) The
representations and warranties of GRDG set forth in this Agreement
shall be true and complete in all material respects as of the Closing
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Date as though made at such time, and (b) GRDG shall have performed
and complied in all material respects with the agreements contained in
this Agreement required to be performed and complied with by it at or
prior to the Closing.
4.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies necessary for
the consummation of GRDG's acquisition of the PPI Shares and the
Shareholder's acquisition of the GRDG Shares shall have been obtained
and shall be in full force and effect.
4.4 Resignations of Directors and Officers. All officers and
directors of GRDG will have resigned effective as of the Closing Date
and those individuals identified on Exhibit "C" will be appointed as
the officers and directors of GRDG.
4.5 Amendment to GRDG Articles of Incorporation. The shareholders of
GRDG shall, simultaneously with their approval of the transactions
described herein, approve an amendment to the GRDG Articles of
Incorporation which (i) changes the name of GRDG to Pediatric
Prosthetics, Inc., and (ii) effectuates a l-for-2 reverse stock split
of the issued and outstanding common stock of GRDG (after giving
effect to the cancellation of 23,694,905 as set forth in 4.9 below).
In addition, GRDG shall cause to be filed with the Idaho Secretary of
State the Certificate of Designation as set forth in Exhibit "G"
attached hereto.
4.6 Approval of PPI Shareholders. The transactions described herein
shall be approved by all of the PPI Shareholders, which approval shall
be delivered at the Closing.
4.7 Issuance of GRDG Shares and Board of Directors. GRDG shall
deliver, at the Closing, the GRDG Shares for delivery to the PPI
Shareholders, as well as the approval of the Agreement by the GRDG
Board of Directors.
4.8 Assignment of Certain GRDG Debts. The valid assignment of debts
and warrants as set forth in Section 3.5 above.
4.9 Cancellation of Common Stock. Xxxxxxx Xxxxxxxxx, the majority
shareholder of GRDG, shall cancel 23,694,905 shares of GRDG common
stock effective as of the Closing Date.
5. Representations and Warranties of PPI.
PPI represents and warrants to GRDG that:
5.1 Organization of PPI; Authorization. PPI is a corporation duly
organized, validly existing and in good standing under the laws of the
state of Texas with full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. The
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execution, delivery and performance of this Agreement have been duly
authorized by all necessary action of PPI and this Agreement
constitutes a valid and binding obligation of PPI, enforceable against
it in accordance with its terms. PPI has no subsidiaries.
5.2 Capitalization. The authorized capital of PPI consists of 1,000
shares of common stock and no shares of preferred stock, of which
1,000 shares of common stock and no shares of preferred stock are
presently issued and outstanding. As of the Closing Date, all of the
issued and outstanding shares of common stock of PPI are validly
issued, fully paid and non-assessable. As of the Closing Date there
will not be outstanding any warrants, options or other agreements on
the part of PPI obligating PPI to issue any additional shares of
common stock or any of its securities of any kind. Except as otherwise
set forth herein, PPI will not issue any shares of capital stock from
the date of this Agreement through the Closing Date.
5.3 Acknowledgement of Post-Closing Capitalization of GRDG. PPI
acknowledges the post-closing capitalization of GRDG as set forth in
Exhibit "D" attached to this Agreement.
5.4 Ownership of PPI Shares. The payment to PPI provided in Section
2.3 will result in GRDG's immediate acquisition of record and
beneficial ownership of the PPI Shares, free and clear of all
Encumbrances subject to applicable State and Federal securities laws.
Except as set forth in Section 5.2, as of the Closing Date there are
no outstanding options, rights, conversion rights, agreements or
commitments of any kind relating to the issuance, sale or transfer of
any Equity Securities or other securities of PPI.
5.5 No Conflict as to PPI. Neither the execution and delivery of this
Agreement nor the consummation of the sale of the PPI Shares to GRDG
will (a) violate any provision of the articles of organization or
operating agreement (or other governing instrument) of PPI or (b)
violate, or be in conflict with, or constitute a default (or an event
which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination of, or accelerate the
performance required by, or excuse performance by any Person of any of
its obligations under, or cause the acceleration of the maturity of
any debt or obligation pursuant to, or result in the creation or
imposition of any Encumbrance upon any property or assets of PPI under
any material agreement or commitment to which PPI is a party or by
which any of its respective property or assets is bound, or to which
any of the property or assets of PPI is subject, or (c) violate any
statute or law or any judgment, decree, order, regulation or rule of
any court or other Governmental Body applicable to PPI except, in the
case of violations, conflicts, defaults, terminations, accelerations
or Encumbrances described in clause (b) of this Section 5.5, for such
matters which are not likely to have a material adverse effect on the
business or financial condition of PPI.
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6. REPRESENTATIONS AND WARRANTIES OF GRDG.
GRDG represents and warrants to PPI that:
6.1 Organization of GRDG; Authorization. GRDG is a corporation duly
organized, validly existing and in good standing under the laws of
Idaho with full corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. The
execution, delivery and performance of this Agreement have been duly
authorized by all necessary corporate action of GRDG and this
Agreement constitutes a valid and binding obligation of GRDG;
enforceable against it in accordance with its terms. There are no
Subsidiaries of GRDG.
6.2 Capitalization. The authorized capital stock of GRDG consists of
100,000,000 shares of common stock, par value $0.001 per share, and
10,000,000 shares of preferred stock, par value $0.001. As of the
Closing Date, GRDG will have 28,173,845 shares of common stock issued
and outstanding, and no shares of preferred stock issued or
outstanding. As of the Closing Date, all of the issued and outstanding
shares of common stock of GRDG are validly issued, fully paid and non-
assessable and they are not and as of the Closing Date there will not
be outstanding any other warrants, options or other agreements on the
part of GRDG obligating GRDG to issue any additional shares of common
or preferred stock or any of its securities of any kind. GRDG will not
issue any shares of capital stock from the date of this Agreement
through the Closing Date. The Common Stock of GRDG is presently listed
for trading on the Pink Sheets.
6.3 Ownership of GRDG Shares. The delivery of certificates to PPI
provided in Section 2.3 will result in the Shareholders immediate
acquisition of record and beneficial ownership of the GRDG Shares,
free and clear of all Encumbrances other than as required by Federal
and State securities laws. There are no outstanding options, rights,
conversion rights, agreements or commitments of any kind relating to
the issuance, sale or transfer of any Equity Securities or other
securities of GRDG.
6.4 No Conflict as to GRDG and Subsidiaries. Neither the execution
and delivery of this Agreement nor the consummation of the sale of the
GRDG Shares to PPI will (a) violate any provision of the certificate
of incorporation or by-laws (or other governing instrument) of GRDG or
(b) violate, or be in conflict with, or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination of, or accelerate the
performance required by, or excuse performance by any Person of any of
its obligations under, or cause the acceleration of the maturity of
any debt or obligation pursuant to, or result in the creation or
imposition of any Encumbrance upon any property or assets of GRDG
under any material agreement or commitment to which GRDG is a party or
by which any of their respective property or assets is bound, or to
which any of the property or assets of GRDG is subject, or (c) violate
any statute or law or any judgment, decree,order, regulation or rule
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of any court or other Governmental Body applicable to GRDG except, in
the case of violations, conflicts, defaults, terminations,
accelerations or Encumbrances described in clause (b) of this Section
6.4, for such matters which are not likely to have a material adverse
effect on the business or financial condition of GRDG.
7. Access and Reporting; Filings With Governmental Authorities; Other
Covenants.
7.1 Access Between the date of this Agreement and the Closing Date.
Each of PPI and GRDG shall (a) give to the other and its authorized
representatives reasonable access to all plants, offices, warehouse
and other facilities and properties of PPI or GRDG, as the case may
be, and to its books and records, (b) permit the other to make
inspections thereof, and (c) cause its officers and its advisors to
furnish the other with such financial and operating data and other
information with respect to the business and properties of such party
and to discuss with such and its authorized representatives its
affairs, all as the other may from time to time reasonably request.
7.2 Exclusivity. From the date hereof until the earlier of the
Closing or the termination of this Agreement, GRDG shall not solicit
or negotiate or enter into any agreement with any other Person with
respect to or in furtherance of any proposal for a merger or business
combination involving, or acquisition of any interest in, or (except
in the ordinary course of business) sale of assets by, GRDG, except
for the exchange of the GRDG Shares for the PPI Shares from PPI's
Shareholders.
7.3 Publicity. Between the date of this Agreement and the Closing
Date, GRDG and PPI shall discuss and coordinate with respect to any
public filing or announcement or any internal or private announcement
(including any general announcement to employees) concerning the
contemplated transaction.
7.4 Regulatory Matters. PPI and GRDG shall (a) file with applicable
regulatory authorities any applications and related documents required
to be filed by them in order to consummate the contemplated
transaction and (b) cooperate with each other as they may reasonably
request in connection with the foregoing.
7.5 Confidentiality. Prior to the Closing Date (or at any time if the
Closing does not occur) each of PPI and GRDG shall keep confidential
and not disclose to any Person (other than its employees, attorneys,
accountants and advisors) or use (except in connection with the
transactions contemplated hereby) all non-public information obtained
pursuant to this Agreement. Following the Closing, each of PPI and
GRDG shall keep confidential and not disclose to any Person (other
than its employees, attorneys, accountants and advisors) or use
(except in connection with preparing Tax Returns and conducting
proceeds relating to Taxes) any nonpublic information relating to the
other. This Section 7.5 shall not be violated by disclosure pursuant
to court order or as otherwise required by law, on condition that
notice of the requirement for such disclosure is given the other party
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prior to making any disclosure and the party subject to such
requirement cooperates as the other may reasonably request in
resisting it. If the Closing does not occur, each of PPI and GRDG
shall return to the other, or destroy, all information it shall have
received from the other in connection with this Agreement and the
transactions contemplated hereby, together with any copies or
summaries thereof or extracts therefrom. Each of PPI and GRDG shall
use their best efforts to cause their respective representatives,
employees, attorneys, accountants and advisors to whom information is
disclosed pursuant to this Agreement to comply with the provisions of
this Section 7.5.
7.6 GRDG, PPI and the Shareholders, and each of them, shall enter
into a Shareholders Agreement as set forth in Exhibit "E," and an
Escrow Agreement as set forth in Exhibit "F."
8. CONDUCT OF GRDG'S BUSINESS PRIOR TO THE CLOSING.
8.1 Operation in Ordinary Course. Between the date of this Agreement
and the Closing Date, GRDG shall conduct its businesses in all
material respects in the ordinary course.
8.2 Business Organization. Between the date of this Agreement and the
Closing Date, GRDG shall (a) preserve substantially intact the
business organization of GRDG; and (b) preserve in all material
respects the present business relationships and good will of GRDG.
8.3 Corporate Organization. Between the date of this Agreement and
the Closing Date, GRDG shall not cause or permit any amendment of its
certificate of incorporation or bylaws (or other governing instrument)
and shall not:
1. issue, sell or otherwise dispose of any of its Equity
Securities, or create, sell or otherwise dispose of any options,
rights, conversion rights or other agreements or commitments of
any kind relating to the issuance, sale or disposition of any of
its Equity Securities;
2. create or suffer to be created any Encumbrance thereon, or
create, sell or otherwise dispose of any options, rights,
conversion rights or other agreements or commitments of any kind
relating to the sale or disposition of any Equity Securities;
3. reclassify, split up or otherwise change any of its Equity
Securities;
4. be party to any merger, consolidation or other business
combination;
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5. sell, lease, license or otherwise dispose of any of its
properties or assets (including, but not limited to rights with
respect to patents and registered trademarks and copyrights or
other proprietary rights), in an amount which is material to the
business or financial condition of GRDG, except in the ordinary
course of business; or
6. organize any new Subsidiary or acquire any Equity Securities
of any Person or any equity or ownership interest in any
business.
8.4 Other Restrictions. Between the date of this Agreement and the
Closing Date, GRDG shall not:
1. borrow any funds or otherwise become subject to, whether
directly or by way of guarantee or otherwise, any indebtedness
for borrowed money;
2. create any material Encumbrance on any of its material
properties or assets;
3. except in the ordinary course of business, increase in any
manner the compensation of any director or officer or increase in
any manner the compensation of any class of employees;
4. create or materially modify any material bonus, deferred
compensation, pension, profit sharing, retirement, insurance,
stock purchase, stock option, or other fringe benefit plan,
arrangement or practice or any other employee benefit plan (as
defined in section 3(3) of ERISA);
5. make any capital expenditure or acquire any property or
assets;
6. enter into any agreement that materially restricts GRDG, PPI
or any of their Subsidiaries from carrying on business;
7. pay, discharge or satisfy any material claim, liability or
obligation, absolute, accrued, contingent or otherwise, other
than the payment, discharge or satisfaction in the ordinary
course of business of liabilities or obligations incurred in the
ordinary course of business and consistent with past practice; or
8. cancel any material debts or waive any material claims or
rights.
9. DEFINITIONS.
As used in this Agreement, the following terms have the meanings specified
or referred to in this Section 9.
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9.1 "Business Day." Any day that is not a Saturday or Sunday or a day
on which banks located in the City of Miami are authorized or required
to be closed.
9.2 "Code." The Internal Revenue Code of 1986, as amended.
9.3 "Disclosure Letter." A letter dated the date of this Agreement,
executed by either PPI or GRDG, addressed and delivered to the other
and containing information required by this Agreement and exceptions
to the representations and warranties under this Agreement.
9.4 "Encumbrances." Any security interest, mortgage, lien, charge,
adverse claim or restriction of any kind, including, but not limited
to, any restriction on the use, voting, transfer, receipt of income or
other exercise of any attributes of ownership, other than a
restriction on transfer arising under Federal or state securities
laws.
9.5 "Equity Securities." See Rule 3aB 11B1 under the Securities
Exchange Act of 1934.
9.6 "ERISA." The Employee Retirement Income Security Act of 1974, as
amended.
9.7 "Governmental Body." Any domestic or foreign national, state or
municipal or other local government or multi-national body (including,
but not limited to, the European Economic Community), any subdivision,
agency, commission or authority thereof.
9.8 "Knowledge." Actual knowledge, after reasonable investigation.
9.9 "Person." Any individual, corporation, partnership, joint
venture, trust, association, unincorporated organization, other
entity, or Governmental Body.
9.10 "Subsidiary." With respect to any Person, any corporation of
which securities having the power to elect a majority of that
corporation's Board of Directors (other than securities having that
power only upon the happening of a contingency that has not occurred)
are held by such Person or one or more of its Subsidiaries.
10. TERMINATION.
10.1 Termination. This Agreement may be terminated before the Closing
occurs only as follows:
1. By written agreement of PPI and GRDG at any time.
2. By GRDG, by notice to PPI at any time, if one or more of the
conditions specified in Section 3 is not satisfied at the time at
which the Closing (as it may be deferred pursuant to Section 2.1)
would otherwise occur or if satisfaction of such a condition is
or becomes impossible.
3. By PPI, by notice to GRDG at any time, if one or more of the
conditions specified in Section 4 is not satisfied at the time at
which the Closing (as it may be deferred pursuant to Section
2.1), would otherwise occur of if satisfaction of such a
condition is or becomes impossible.
10.2 Effect of Termination. If this Agreement is terminated pursuant
to Section 10.1, this Agreement shall terminate without any liability
or further obligation of any party to another.
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13. NOTICES. All notices, consents, assignments and other communications
under this Agreement shall be in writing and shall be deemed to have been
duly given when (a) delivered by hand, (b) sent by telex or facsimile (with
receipt confirmed), or (c) received by the delivery service (receipt
requested), in each case to the appropriate addresses, telex numbers and
facsimile numbers set forth below (or to such other addresses, telex
numbers and facsimile numbers as a party may designate as to itself by
notice to the other parties).
(a) If to GRDG:
Xxxxx Xxxxxxx Acquisition Corp.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: President
Facsimile (000) 000-0000
with a copy to:
The Lebrecht Group, APLC
00000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx Xxxxx Xxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxx, Esq.
Facsimile (000) 000-0000
(b) If to PPI or the Shareholders:
Pediatric Prosthetics, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Facsimile (000) 000-0000
14. MISCELLANEOUS.
14.2 Expenses. Each party shall bear its own expenses incident to the
preparation, negotiation, execution and delivery of this Agreement and
the performance of its obligations hereunder.
14.3 Captions. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation
of this agreement.
14.4 No Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered
a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement. Any
waiver must be in writing.
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14.5 Exclusive Agreement; Amendment. This Agreement supersedes all
prior agreements among the parties with respect to its subject matter
with respect thereto and cannot be changed or terminated orally.
14.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all
of which together shall constitute the same instrument.
14.7 Governing Law and Venue. This Agreement and (unless otherwise
provided) all amendments hereof and waivers and consents hereunder
shall be governed by the internal law of the State of Florida, without
regard to the conflicts of law principles thereof. Venue for any cause
of action brought by either party to enforce the terms of this
Agreement shall be Seminole County, Florida.
14.8 Binding Effect. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and
assigns, provided that neither party may assign its rights hereunder
without the consent of the other, provided that, after the Closing, no
consent of PPI shall be needed in connection with any merger or
consolidation of GRDG with or into another entity.
14.9 Representation. The Parties hereto agree and acknowledge that The
Lebrecht Group, APLC has represented GRDG in preparing this Agreement,
and that PPI has been advised to seek independent counsel to advise
them as to their rights and remedies under this Agreement and the
associated Exhibits and Schedules.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and entered into as of the date first ABOVE WRITTEN.
"PPI" "GRDG"
Pediatric Prosthetics, Inc. Xxxxx Xxxxxxx Acquisition Corp.,
a Texas corporation an Idaho corporation
/s/ Xxxxx Xxxxxxx-Xxxx /s/ Xxxxx Xxxxxxxxx
--------------------------- ------------------------------
By: Xxxxx Xxxxxxx-Xxxx By: Xxxxx Xxxxxxxxx
Its: President Its: President
"Shareholders"
/s/ Xxxxxxx Xxxxxxxxx
------------------------------
/s/ Xxxxx Xxxxxxx-Xxxx By: Xxxxxxx Xxxxxxxxx
--------------------------- Its: Secretary
Xxxxx Xxxxxxx-Xxxx
/s/ Xxx Xxxxxx
---------------------------
Xxx Xxxxxx
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EXHIBIT A
PPI Shareholders
GRDG GRDG PPI
---- ---- ---
Name Common Shares Preferred Shares Shares
---- ------------- ---------------- ------
Xxxxx Xxxxxxx-Xxxx 7,210,251 900,000 900
Xxx Xxxxxx 801,139 100,000 100
Total 8,011,390 1 ,000,000 1,000
GRDG Xxxxxxxxx Group Shares
GRDG
----
Name Shares
---- ------
The Lebrecht Group, APLC 200,000
The Lebrecht Group, APLC, as Escrow Agent 2,000,000
The Lebrecht Group, APLC, as Escrow Agent 500,000
VUI Inc. 175,000
Xxxxxx or Xxxxxx Xxxxxx 50,000
Corporate Service Providers 225,000
C. Xxxxx Xxxxxxxx 87,500
Xxxxxx X. or Xxxxxx X. Xxxxx 162,500
Xxxx Xxx Xxxxxxxx 187,500
The BNK Corp 650,000
Xxxx Xxxxxx or Xxxxxx Xxx Xxxxxxxx 25,000
Xxxx Xxxxxx 541 ,970
Xxxxxx Xxxxxx 35,000
Total 4,839,470
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EXHIBIT B
Assignment of Debt
Assigned
--------
Name Debt ($)
---- --------
The Lebrecht Group, APLC $2,000
The Lebrecht Group, APLC, as Escrow Agent $5,000
The Lebrecht Group, APLC, as Escrow Agent $20,000
VUI Inc. $1,750
Xxxxxx or Xxxxxx Xxxxxx $500
Corporate Service Providers $2,250
C. Xxxxx Xxxxxxxx $875
Xxxxxx X. or Xxxxxx X. Xxxxx $1,625
Xxxx Xxx Xxxxxxxx $1,875
The BNK Corp. $6,500
Xxxx Xxxxxx or Xxxxxx Xxx Xxxxxxxx $250
Xxxx Xxxxxx $5,419.70
Xxxxxx Xxxxxx $350
Secure Releases, LLC $301,605.30
Total $350,000
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ASSIGNMENT OF PROMISSORY NOTE
10/10/03
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CANCELLATION OF WARRANTS
10/10/03
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EXHIBIT C
GRDG OFFICERS AND DIRECTORS
Name Position
------------------------- ------------------------------
Xxxxx Xxxxxxx-Xxxx Director, President, Secretary
and Chief Financial Officer
Xxx Xxxxxx Director
Xxxxxxx X. Xxxx Director, Vice President
Operations
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EXHIBIT D
POST-CLOSING CAPITAL STRUCTURE OF GRDG
No. of Common No. of
Name Shares Preferred Shares
GRDG Non-Affiliate Shareholders
(approximate after stock split) 2,239,470 -0-
PPI Shareholders
(2 shareholders) 8,011,390 1,000,000
Xxxxxxxxx Group 4,839,470 -0-
Upon Conversion of Note
(not including the balance
assigned to Secure Releases, LLC) 4,839,470 -0-
Totals 19,929,800 1,000,000
10/10/03
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EXHIBIT E
SHAREHOLDERS AGREEMENT
10/10/03
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EXHIBIT F
ESCROW AGREEMENT
10/10/03
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EXHIBIT G
CERTIFICATE OF DESIGNATION
SERIES A CONVERTIBLE PREFERRED STOCK
10/10/03
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