Exhibit 10.03
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement") is
dated as of July 27, 1999 by and between XXxxxx.Xxxxxxx Inc., a Delaware
corporation ("GTrade") and Xxxxxx Xxxxxxxxxx and Xxxxxxxx Xxxxxxxx, the
sole shareholder ("Shareholders") of I-Jet Aviation Consultants, Inc., a
Nevada corporation ("I-Jet").
1. Plan of Reorganization. The Shareholders are the owners
of all 20,000 issued and outstanding shares (the "I-Jet Shares") of Common
Stock of I-Jet. It is the intention of the parties hereto that the I-Jet
Shares shall be conveyed to GTrade in exchange for 10,000 shares of GTrade
Series B Preferred Stock, $.05 par value (the "GTrade Shares"), which are
authorized, but have not yet been issued by GTrade. The terms of the
GTrade Series B Preferred Stock are encompassed within Appendix I hereto.
On the Closing Date, as hereinafter defined, the Shareholders will deliver
the I-Jet Shares to GTrade and GTrade will deliver to the Shareholders
certificates representing the GTrade Shares in the names and amounts set
forth on Exhibits "A" and "B", free and clear of all claims, liens, and
encumbrances. On the Closing Date, I-Jet will be a wholly-owned subsidiary
of GTrade.
The GTrade Shares shall be issued in certificates in form and
substance satisfactory to counsel for GTrade. Each of the Shareholders
represents and warrants that he will receive and hold the GTrade Shares for
investment and not with a view to the distribution thereof, and that he
understands that the GTrade Shares to be received by him will bear a legend
acknowledging that such shares are "restricted securities" as that term is
defined in Rule 144 promulgated by the Securities and Exchange Commission
("Rule 144") pursuant to the Securities Act of 1933 (the "Act"). Each of
the Shareholders understands and agrees that the GTrade Shares may not be
publicly offered or sold by him for a period of one year from the Closing
Date and thereafter may be publicly offered or sold by him only pursuant to
(a) Rule 144 or some other exemption from registration under the federal
securities laws, as determined by counsel to GTrade or (b) a Registration
Statement which has been declared effective by the Securities and Exchange
Commission. There can be no assurance that GTrade will then satisfy the
requirements for such a sale pursuant to Rule 144, and GTrade has not, nor
will it have, any obligation to the Shareholders whatsoever to file a
Registration Statement covering the GTrade Shares. Each of the
Shareholders further agrees that the transfer agent for the Common Stock of
GTrade will be instructed to place a "stop transfer" order against all of
the GTrade Shares to be issued to the Shareholders hereunder prohibiting
the transfer of the GTrade Shares on the books and records of GTrade until
the conditions set forth above have been satisfied.
2. Delivery of Shares. On the Closing Date, the
Shareholders will deliver certificates for the I-Jet Shares, duly endorsed,
so as to make GTrade the sole owner thereof, free and clear of all claims,
liens and encumbrances; and on such Closing Date delivery of the
certificates representing the GTrade Shares will be made to the
Shareholders as set forth above. Delivery will be made at such place as
may be determined by the parties.
3. Representations of Shareholders. Each of the
Shareholders represents and warrants as follows:
(a) As of the Closing Date, Shareholders will be the sole
owners of the I-Jet Shares appearing of record in their respective names;
such I-Jet shares will be free from claims, liens or other encumbrances;
and, Shareholders will have the unqualified right to transfer such I-Jet
Shares;
(b) The I-Jet Shares constitute duly and validly issued
shares of I-Jet, and are fully-paid and nonassessable;
(c) I-Jet has not conducted any operations since its
incorporation on July 26, 1999, and its sole assets consist of cash, office
equipment and a client portfolio, which was received from the Shareholders
in consideration of the issuance to Shareholders of the I-Jet Shares.
(d) Since incorporation on July 26, 1999 and on the Closing
Date, there will not be any material adverse changes in the financial
position of I-Jet;
(e) I-Jet is not and as of the Closing Date will not be
involved in any pending litigation or governmental investigation or
proceeding not disclosed in writing to GTrade, and to the knowledge of the
Shareholders no litigation or governmental investigation or proceeding is
threatened against I-Jet;
(f) As of the Closing Date, I-Jet will be in good standing
as a Nevada corporation;
(g) The authorized capital stock of I-Jet consists of
25,000,000 shares of Common Stock, $.001 par value per share; as of the
Closing Date 20,000 shares of I-Jet Common Stock will be issued and
outstanding, all of which shares will be validly issued, fully-paid and
nonassessable and there is not, and as of the Closing Date there will not
be, outstanding any warrants, options or other agreements on the part of
I-Jet obligating I-Jet to issue any additional shares of its Common Stock
or any of its securities of any kind;
(h) Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will violate any
provision of the Articles of Incorporation or By-laws of I-Jet; will
violate, conflict with or result in the breach or termination of or
otherwise any contracting party the right to terminate or constitute a
default under the terms of any agreement or instrument to which I-Jet is a
party or by which any of its property or assets may be bound; or result in
the creation of any lien, charge or encumbrance upon the properties or
assets of I-Jet; violate any judgment, order, injunction, decree or award
against or binding upon I-Jet or upon its securities, property or business;
(i) Except as set forth on Exhibit "C" (if required) hereto
I-Jet is not now nor prior to the Closing Date will it become (without the
consent of GTrade) a party to or be bound by any written or oral; (i)
contract not made in the ordinary course of business; (ii) employment,
advisory or consulting contract; (iii) contract with any labor or trade
union or association; (iv) bonus, pension, profit-sharing, retirement,
stock purchase, hospitalization insurance or any other plan providing for
employee benefits; (v) lease with respect to any property, real, personal
or mixed, whether as lessor or lessee; (vi) continuing contract for the
future purchase of material supplies, equipment or services in excess of
$1,000 per contract; or (vii) single contract for expenditures or
commitment for expenditures in excess of $10,000 or extending beyond
December 31, 1999.
(j) Each of the Shareholders acknowledges that from the
Closing Date until August 30, 2000, the net cash flow of I-Jet will be held
60% at the I-Jet level as a subsidiary of GTrade, and 40% will be
transferred to GTrade for use in its operations. Net cash flow is defined
as net cash derived from operations, including payment therefrom of all
salaries and bonuses to officers.
4. Representations of GTrade. GTrade represents and
warrants to Shareholders as follows:
(a) GTrade is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(b) GTrade has all requisite power and authority to carry
on its business as presently conducted, to enter into this Agreement and to
perform its obligations under this Agreement. The consummation of the
transactions contemplated by this Agreement will not violate, nor be in
conflict with, any provision of GTrade's Certificate of Incorporation,
By-laws, or any agreement or instrument to which GTrade is a party or is
bound, or any judgment, decree, order, statute, rule or regulation
applicable to GTrade.
(c) GTrade's execution, delivery, and performance of this
Agreement and the transactions contemplated hereby have been duly and
validly authorized by all action, corporate, shareholder, and otherwise,
required under GTrade's Certificate of Incorporation or By-laws, or under
the Delaware General Corporation Law, or under any other statute, ruling,
law, or agreement affecting the business operations of GTrade.
(d) This Agreement has been duly executed and delivered on
behalf of GTrade, and at the Closing all documents and instruments required
hereunder to be executed and delivered by GTrade shall have been duly
executed and delivered. This Agreement does, and such documents and
instruments shall, constitute legal, valid and binding obligations of
GTrade enforceable in accordance with their terms.
(e) The total authorized capitalization of GTrade consists
of 50,000,000 shares of Common Stock, $.001 par value and 700,000 shares of
Preferred Stock, $.05 par value. The number of shares of each category to
be outstanding on the Closing Date before the issuance of the GTrade Shares
to the Shareholders is as follows:
Common Stock 10,555,800.06
Preferred Stock 100,000
(f) As of the Closing Date, the GTrade Shares to be
delivered to the Shareholders will constitute valid and legally issued,
fully-paid and nonassessable shares of GTrade.
(g) The Officers and Directors of GTrade are set forth on
Exhibit "D"; GTrade has taken all necessary corporate action to authorize
the execution of this Agreement and the issuance of the GTrade Shares
contemplated hereby and the officer of GTrade is duly authorized to execute
this Agreement;
(h) Since December 31, 1998 there have not been and prior
to the Closing Date there will not be any material changes in the financial
position of GTrade except those otherwise disclosed to the Shareholders.
(i) GTrade is not involved in any pending litigation or
governmental investigation or proceeding, except as disclosed to the
Shareholders;
(j) As of the Closing Date GTrade will be in good standing
as a Delaware Corporation.
(k) GTrade shall make available to I-Jet, as its
subsidiary, U.S.$100,000.00 cash at Closing and a U.S.$3,000,000 Revolving
Line of Credit with which I-Jet can implement the business plan of I-Jet
and otherwise expand such business.
5. Prohibited Acts. GTrade agrees not to do any of the
following things prior to the Closing Date, and each of the Shareholders
agrees that prior to the Closing Date he will not request or permit I-Jet
to do any of the following things:
(a) Declare or pay any dividends or other distributions on
its stock or purchase or redeem any of its stock;
(b) Issue any stock or other securities, including any
rights or options to purchase or otherwise acquire any of its stock, or
issue any notes or other evidences of indebtedness not in the usual course
of business; or
(c) Make capital expenditures in excess of an aggregate of
Twenty-Five Thousand Dollars ($25,000).
6. Delivery of Records. Each of the Shareholders agrees
that on or before the Closing Date he will cause to be delivered to GTrade
such corporate records or other documents of I-Jet as GTrade may reasonably
request.
7. Conditions to the Obligations of GTrade and the
Shareholders.
(a) The obligations of GTrade to consummate the
transactions contemplated by this Agreement are subject to the fulfillment,
at or before the Closing Date of the following further conditions; (i) each
of the representations and warranties of the Shareholders contained in this
Agreement or in any written statement exhibit, financial statement or
schedule or other document delivered pursuant hereto or in connection with
the transactions contemplated hereby shall be true in all respects as the
Closing Date as if then made (except to the extent waived hereunder or as
affected by the transactions contemplated hereby); (ii) the Shareholders
shall have performed and complied with all covenants, agreements and
conditions required by this Agreement to be performed or complied with by
him prior to or at the Closing Date and GTrade shall have been furnished
with a certificate of the President of I-Jet dated the Closing Date
certifying in such detail as GTrade may reasonably request to the
fulfillment of such conditions; (iii) all documents and proceedings of the
Shareholders and I-Jet in connection with the transactions contemplated
hereby shall have been approved as to firm and substance by GTrade and its
counsel, Xxxxxxx X. Xxxxx, whose approval will not unreasonably be
withheld.
(b) The obligations of the Shareholders to consummate the
transactions contemplated by this Agreement are subject to the fulfillment,
at or before the Closing Date of the following further conditions; (i) each
of the representations and warranties of GTrade contained in this Agreement
or in any written statement exhibit, financial statement or schedule or
other document delivered pursuant hereto or in connection with the
transactions contemplated hereby
shall be true in all respects as the Closing Date as if then made (except
to the extent waived hereunder or as affected by the transactions
contemplated hereby); (ii) GTrade shall have performed and complied with
all covenants, agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing Date and the
Shareholders shall have been furnished with a certificate of the
President/Secretary of GTrade dated the Closing Date certifying in such
detail as the Shareholders may reasonably request to the fulfillment of
such conditions; (iii) all documents and proceedings of GTrade in
connection with the transactions contemplated hereby shall have been
approved as to form and substance by the Shareholders.
(c) All of the representations and warranties of the
Shareholders contained in this Agreement or any exhibit thereto shall have
been acknowledged by I-Jet. All of the representations and warranties of
GTrade and the Shareholders shall be true in all material respects on the
Closing Date as if then made. All such representations and warranties
shall survive the Closing Date of this transaction.
8. Notices. Any notice which any of the parties hereto may
desire to serve upon any of the other parties hereto shall be in writing
and shall be conclusively deemed to have been received by the party at its
address by FAX, or, if mailed, postage prepaid, United States mail,
registered, return receipt requested, to the following address:
If to the Shareholders:
Xxxxxx Xxxxxxxxxx and Xxxxxxxx Xxxxxxxx
Westchester County Airport
Hangar 6
Xxxxx Xxxxxx, XX 00000
If to GTrade:
XXxxxx.Xxxxxxx Inc.
000 Xxxxxxxxx Xxx., 00 Xxx.
Xxx Xxxx, XX 00000
9. Successors. This Agreement shall be binding upon and
inure to the benefit of the heirs, personal representatives and successors
and assigns of the parties.
10. Closing Date. The Closing Date shall be August 13, 1999
at 1:00 p.m., or such later date as to which the parties shall agree.
11. Choice of Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Nevada. Any action
arising out of or under this Agreement shall be brought in the Courts of
the State of Nevada, Xxxxx County.
12. Counterparts. This Agreement may be signed in one or
more counterparts, all of which taken together shall constitute an entire
agreement.
(This Space Intentionally Left Blank)
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
XXxxxx.Xxxxxxx Inc. Shareholders
BY:/s/ Xxxx Xxxxx /s/ Xxxxxx Xxxxxxxxxx
------------------------ -------------------------
Xxxx Xxxxx, President Xxxxxx Xxxxxxxxxx
/s/ Xxxxxxxx Xxxxxxxx
-------------------------
Xxxxxxxx Xxxxxxxx
Exhibit "D"
XXxxxx.Xxxxxxx Inc.
Officers and Directors
Name and Address Signature
---------------- -----------
Xxxx Xxxxx, Director & President
000 Xxxxxxxxx Xxx., 00xx Xxx.
Xxx Xxxx, XX 00000 _____________________________
(000) 000-0000
(000) 000-0000 (FAX)
Xxxx X. Xxxxxxx, Secretary/Treasurer & Director
c/o Xxxxx Xxxx & Co.
0000 Xxxxxxx Xxx
Xxxxxx Xxxx, XX 00000 _____________________________
Xxxxxx Xxxxxx, Director
00 Xxxxxxxxxxxxx Xxxx, Xxx. 0X
Xxxxx Xxxx, XX 00000 _____________________________
