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AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement"), entered
into this 20th day of September 1999, is by, between, and among Center Star
Gold Mines, Inc., a publicly held Nevada corporation (hereinafter the
"Purchaser"), Xxxx.xxx, Inc., a privately-held Nevada corporation (hereinafter
the "Private Company"), and the shareholders of the Private Company who are
listed on Schedule "A" hereto and have executed Subscription Agreements in the
form attached in Schedule "B" hereto (the "Shareholders").
RECITALS:
WHEREAS, the Purchaser wishes to acquire, and the Shareholders, by
executing Schedule "B" hereto, are willing to sell, all of the outstanding
stock of the Private Company in exchange solely for a part of the voting stock
of the Purchaser whereby the Shareholders would acquire a controlling interest
of the Purchaser; and
WHEREAS, the parties hereto intend to qualify such transaction as a
tax-free exchange pursuant to Section 368(a)(1)(B) of the Internal Revenue Code
of 1986, as amended;
NOW, THEREFORE, based upon the stated premises, which are incorporated
herein by reference, and for and in consideration of the mutual covenants and
agreements set forth herein, the mutual benefits to the parties to be derived
herefrom, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto approve and adopt this
Agreement and Plan of Reorganization and mutually covenant and agree with each
other as follows:
1. Shares to be Transferred and Shares to be Issued.
1.1 On the Closing Date the Shareholders shall transfer
to the Purchaser certificates for the number of shares of the common stock of
the Private Company described in Schedule "A," attached hereto and incorporated
herein, which in the aggregate shall represent all of the issued and
outstanding shares of the common stock of the Private Company.
1.2 In exchange for the transfer of the common stock of
the Private Company pursuant to subsection 1.1. hereof, the Purchaser shall on
the Closing Date and contemporaneously with such transfer of the common stock
of the Private Company to it by the Shareholders issue and deliver to the
Shareholders the number of shares of common stock of the Purchaser specified on
Schedule "A" hereof such that the Shareholders shall own approximately 93.5% of
the outstanding common stock of the Purchaser.
2. Representations and Warranties of the Private Company. The
Private Company represents and warrants to the Purchaser as set forth below.
These representations and warranties
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are made as an inducement for the Purchaser to enter into this Agreement and,
but for the making of such representations and warranties and their accuracy,
the Purchaser would not be a party hereto.
2.1 Organization and Authority. The Private Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada with full power and authority to enter into and
perform the transactions contemplated by this Agreement. The Private Company
does not have any subsidiaries or own any interest in any other entity.
2.2 Capitalization. As of the date of the Closing, the
Private Company will have a total of no more than 25,000 shares of common stock
issued and outstanding. All of the shares will have been duly authorized and
validly issued and will be fully paid and nonassessable. There are no options,
warrants, debentures, conversion privileges, or other rights, agreements, or
commitments obligating the Private Company to issue or to transfer from
treasury any additional shares of capital stock of any class. Schedule "A"
accurately sets forth all of the shareholders of record of the Private Company
and the number of shares held of record by each Shareholder.
2.3 Directors and Officers. The names and titles of all
directors and officers of the Private Company as of the date of this Agreement
are as follows: Xxxxxx Xxxxxx Xxxx, president, CEO, and director; Xxxxxx X.
Xxxxx, secretary and treasurer; Xxxxx Xxxxxxxxx, vice-president and director;
Xxxxxx Xxxxxxxx, vice-president and director; Xxxxxx X. Xxxxxxxxx,
vice-president and director; and Xxxxxx X. XxXxx, director.
2.4 Performance of This Agreement. The execution and
performance of this Agreement and the transfer of stock contemplated hereby
have been authorized by the board of directors of the Private Company.
2.5 Financials. True copies of the financial statements
of the Private Company consisting of the balance sheets as of the period ended
August 31, 1999, and statements of income, cash flow and changes in
stockholder's equity for the period then ended, have been delivered by the
Private Company to the Purchaser. These statements have been examined and
certified by Xxxxx Xxxxxx, P.C., Certified Public Accountant. Said financial
statements are true and correct in all material respects and present an
accurate and complete disclosure of the financial condition of the Private
Company as of August 31, 1999, and the earnings for the periods covered, in
accordance with generally accepted accounting principles applied on a
consistent basis. These statements meet the requirements of Item 310 of
Regulation S-B promulgated by the U.S. Securities and Exchange Commission and
Item 7(a) of Form 8-K also promulgated by the Commission.
2.6 Liabilities. There are no material liabilities of
the Private Company, whether accrued, absolute, contingent or otherwise, which
arose or relate to any transaction of the Private Company, its agents or
servants occurring prior to August 31, 1999, which are not disclosed by or
reflected in said financial statements. As of the date hereof, there are no
known circumstances, conditions, happenings, events or arrangements,
contractual or otherwise, which may hereafter give rise to liabilities, except
in the normal course of business of the Private Company.
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2.7 Absence of Certain Changes or Events. Except as set
forth in this Agreement, since August 31, 1999, there has not been (i) any
material adverse change in the business, operations, properties, level of
inventory, assets, or condition of the Private Company, or (ii) any damage,
destruction, or loss to the Private Company (whether or not covered by
insurance) materially and adversely affecting the business, operations,
properties, assets, or conditions of the Private Company.
2.8 Litigation. To the best knowledge and reasonable
belief of the Private Company, there are no legal, administrative or other
proceedings, investigations or inquiries, product liability or other claims,
judgments, injunctions or restrictions, either threatened, pending, or
outstanding against or involving the Private Company or its subsidiaries, if
any, or their assets, properties, or business, nor does the Private Company or
its subsidiaries know, or have reasonable grounds to know, of any basis for any
such proceedings, investigations or inquiries, product liability or other
claims, judgments, injunctions or restrictions. In addition, there are no
material proceedings existing, pending or reasonably contemplated to which any
officer, director, or affiliate of the Private Company or as to which any of
the Shareholders is a party adverse to the Private Company or any of its
subsidiaries or has a material interest adverse to the Private Company or any
of its subsidiaries.
2.9 Taxes. All federal, state, foreign, county and local
income, profits, franchise, occupation, property, sales, use, gross receipts
and other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid and
discharged as reported by the Private Company, and there are no unpaid taxes
which are, or could become a lien on the properties and assets of the Private
Company, except as provided for in the financial statements of the Private
Company, or have been incurred in the normal course of business of the Private
Company since that date. All tax returns of any kind required to be filed have
been filed and the taxes paid or accrued. There are no disputes as to taxes of
any nature payable by the Private Company.
2.10 Hazardous Materials. No hazardous material has been
released, placed, stored, generated, used, manufactured, treated, deposited,
spilled, discharged, released, or disposed of on or under any real property
currently or previously owned or leased by the Private Company or any of its
subsidiaries.
2.11 Accuracy of All Statements Made by the Private
Company. No representation or warranty by the Private Company in this
Agreement, nor any statement, certificate, schedule, or exhibit hereto
furnished or to be furnished by or on behalf of the Private Company pursuant to
this Agreement, nor any document or certificate delivered to the Purchaser by
the Private Company pursuant to this Agreement or in connection with actions
contemplated hereby, contains or shall contain any untrue statement of material
fact or omits or shall omit a material fact necessary to make the statements
contained therein not misleading.
3. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Private Company as set forth below. These
representations and warranties are made as an inducement for the Private
Company to enter into this Agreement and, but for the making of
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such representations and warranties and their accuracy, the Private Company
would not be parties hereto.
3.1 Organization and Good Standing. The Purchaser is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada with full power and authority to enter into and
perform the transactions contemplated by this Agreement. The Purchaser does not
have any subsidiaries or own any interest in any other entity.
3.2 Capitalization. As of the date of the Closing, the
Purchaser will have a total of no more than 3,249,960 shares of common stock
issued and outstanding (excluding the shares to be issued pursuant to this
Agreement). All of the shares have been duly authorized and validly issued and
are fully paid and nonassessable. Except for the Purchaser's obligations
hereunder with respect to the shares to be issued pursuant to subsection 1.2
hereof, there are no options, warrants, debentures, conversion privileges, or
other rights, agreements, or commitments obligating the Purchaser to issue or
to transfer from treasury any additional shares of capital stock of any class.
As of the Closing, the Articles of Incorporation, as amended, of the Purchaser
(the "Purchaser Articles") and as currently in effect shall remain unchanged,
except as provided herein.
3.3 Performance of This Agreement. The execution and
performance of this Agreement and the issuance of stock contemplated hereby
have been authorized by the board of directors of the Purchaser.
3.4 SEC Reports and Financials. True copies of the
Purchaser's Form 10-SB registration statement, as amended, and its quarterly
reports for the quarters ended March 31, 1999, and June 30, 1999, have been
delivered by the Purchaser to the Private Company. These reports include
financial statements of the Purchaser for the year ended December 31, 1998
(audited) and the quarters ended March 31, 1999, and June 30, 1999 (unaudited),
in compliance with Rule 310 of Regulation S-B promulgated by the U.S.
Securities and Exchange Commission. The year-end financial statements have been
examined and certified by Xxxxxxxxxxxx & Company, Certified Public Accountants.
Said financial statements are true and correct in all material respects and
present an accurate and complete disclosure of the financial condition of the
Purchaser as of June 30, 1999, and the earnings for the periods covered, in
accordance with generally accepted accounting principles applied on a
consistent basis.
3.5 Liabilities. There are no material liabilities of
the Purchaser, whether accrued, absolute, contingent or otherwise, which arose
or relate to any transaction of the Purchaser, its agents or servants which are
not disclosed by or reflected in said financial statements. As of the date
hereof, there are no known circumstances, conditions, happenings, events or
arrangements, contractual or otherwise, which may hereafter give rise to
liabilities, except in the normal course of business of the Purchaser.
3.6 Litigation. To the best knowledge and reasonable
belief of the Purchaser, there are no legal, administrative or other
proceedings, investigations or inquiries, product liability
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or other claims, judgments, injunctions or restrictions, either threatened,
pending, or outstanding against or involving the Purchaser or its subsidiaries,
if any, or their assets, properties, or business, nor does the Purchaser or its
subsidiaries know, or have reasonable grounds to know, of any basis for any
such proceedings, investigations or inquiries, product liability or other
claims, judgments, injunctions or restrictions. In addition, there are no
material proceedings existing, pending or reasonably contemplated to which any
officer, director, or affiliate of the Purchaser is a party adverse to the
Purchaser or any of its subsidiaries or has a material interest adverse to the
Purchaser or any of its subsidiaries.
3.7 Taxes. To the best knowledge and reasonable belief
of management of the Purchaser, all federal, state, foreign, county and local
income, profits, franchise, occupation, property, sales, use, gross receipts
and other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been fully paid by the Purchaser,
and there are no unpaid taxes which are, or could become a lien on the
properties and assets of the Purchaser, except as provided for in the financial
statements of the Purchaser, or have been incurred in the normal course of
business of the Purchaser since that date. The Purchaser has filed its federal
tax return for the year ended December 31,1998. There are no known disputes as
to taxes of any nature payable by the Purchaser.
3.8 Hazardous Materials. No hazardous material has been
released, placed, stored, generated, used, manufactured, treated, deposited,
spilled, discharged, released, or disposed of on or under any real property
currently or previously owned or leased by the Purchaser or any of its
subsidiaries.
3.9 Legality of Shares to be Issued. The shares of
common stock of the Purchaser to be issued by the Purchaser pursuant to this
Agreement, when so issued and delivered, will have been duly and validly
authorized and issued by the Purchaser and will be fully paid and
nonassessable.
3.10 Accuracy of All Statements Made by the Purchaser. No
representation or warranty by the Purchaser in this Agreement, nor any
statement, certificate, schedule, or exhibit hereto furnished or to be
furnished by the Purchaser pursuant to this Agreement, nor any document or
certificate delivered to the Private Company pursuant to this Agreement or in
connection with actions contemplated hereby, contains or shall contain any
untrue statement of material fact or omits to state or shall omit to state a
material fact necessary to make the statements contained therein not
misleading.
4. Covenants of the Parties.
4.1 Corporate Records.
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a. Simultaneous with the execution of this
Agreement by the Private Company, if not previously furnished, such entity
shall deliver to the Purchaser copies of the articles of incorporation, as
amended, and the current bylaws of the Private Company, and copies of the
resolutions duly adopted by the board of directors of the Private Company
approving this Agreement and the transactions herein contemplated.
b. Simultaneous with the execution of this
Agreement by the Purchaser, if not previously furnished, such entity shall
deliver to the Private Company copies of the Purchaser Articles, and the
current bylaws of the Purchaser, and copies of the resolutions duly adopted by
the board of directors of the Purchaser approving this Agreement and the
transactions herein contemplated.
4.2 Access to Information.
a. The Purchaser and its authorized
representatives shall have full access during normal business hours to all
properties, books, records, contracts, and documents of the Private Company,
and the Private Company shall furnish or cause to be furnished to the Purchaser
and its authorized representatives all information with respect to its affairs
and business as the Purchaser may reasonably request. The Purchaser shall hold,
and shall cause its representatives to hold confidential, all such information
and documents, other than information that (i) is in the public domain at the
time of its disclosure to the Purchaser; (ii) becomes part of the public domain
after disclosure through no fault of the Purchaser; (iii) is known to the
Purchaser or any of its officers or directors prior to disclosure; or (iv) is
disclosed in accordance with the written consent of the Private Company. In the
event this Agreement is terminated prior to Closing, the Purchaser shall, upon
the written request of the Private Company, promptly return all copies of all
documentation and information provided by the Private Company hereunder.
b. The Private Company and its authorized
representatives shall have full access during normal business hours to all
properties, books, records, contracts, and documents of the Purchaser, and the
Purchaser shall furnish or cause to be furnished to the Private Company and its
authorized representatives all information with respect to its affairs and
business the Private Company may reasonably request. The Private Company shall
hold, and shall cause its representatives to hold confidential, all such
information and documents, other than information that (i) is in the public
domain at the time of its disclosure to the Private Company; (ii) becomes part
of the public domain after disclosure through no fault of the Private Company;
(iii) is known to the Private Company or any of its officers or directors prior
to disclosure; or (iv) is disclosed in accordance with the written consent of
the Purchaser. In the event this Agreement is terminated prior to Closing, the
Private Company shall, upon the written request of the Purchaser, promptly
return all copies of all documentation and information provided by the
Purchaser hereunder.
4.3 Actions Prior to Closing. From and after the date
of this Agreement and until the Closing Date:
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a. The Purchaser and the Private Company shall
each carry on its business diligently and substantially in the same manner as
heretofore, and neither party shall make or institute any unusual or novel
methods of purchase, sale, management, accounting or operation.
b. Neither the Purchaser nor the Private
Company shall enter into any contract or commitment, or engage in any
transaction not in the usual and ordinary course of business and consistent
with its business practices.
c. Neither the Purchaser nor the Private
Company shall amend its articles of incorporation or bylaws or make any changes
in authorized or issued capital stock, except as provided in this Agreement.
d. The Purchaser and the Private Company shall
each use its best efforts (without making any commitments on behalf of the
company) to preserve its business organization intact.
e. Neither the Purchaser nor the Private
Company shall do any act or omit to do any act, or permit any act or omission
to act, which will cause a material breach of any material contract,
commitment, or obligation of such party.
f. The Purchaser and the Private Company shall
each duly comply with all applicable laws as may be required for the valid and
effective issuance or transfer of stock contemplated by this Agreement.
g. Neither the Purchaser nor the Private
Company shall sell or dispose of any property or assets, except products sold
in the ordinary course of business.
h. The Purchaser and the Private Company
shall each promptly notify the other of any lawsuits, claims, proceedings, or
investigations that may be threatened, brought, asserted, or commenced against
it, its officers or directors involving in any way the business, properties, or
assets of such party.
4.4 No Covenant as to Tax or Accounting Consequences. It
is expressly understood and agreed that neither the Purchaser nor its officers
or agents has made any warranty or agreement, expressed or implied, as to the
tax or accounting consequences of the transactions contemplated by this
Agreement or the tax or accounting consequences of any action pursuant to or
growing out of this Agreement.
4.5 Publicity. The parties agree that no publicity,
release, or other public announcement concerning this Agreement or the
transactions contemplated by this Agreement shall be issued by any party hereto
without the advance approval of both the form and substance of the same by the
other parties and their counsel, which approval, in the case of any publicity,
release, or other public announcement required by applicable law, shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, the Purchaser
shall be permitted to file a Form 8-K report
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with the U.S. Securities and Exchange Commission concerning this transaction
and shall provide a copy of such filing or filings to the Private Company for
comment at least one business day prior to such filing.
4.6 Expenses. Except as otherwise expressly provided
herein, each party to this Agreement shall bear its own respective expenses
incurred in connection with the negotiation and preparation of this Agreement,
in the consummation of the transactions contemplated hereby, and in connection
with all duties and obligations required to be performed by each of them under
this Agreement. The Private Company shall reimburse the Purchaser for its
attorney's fees in connection with this transaction and the prior filing of the
Form 10-SB registration statement, which fees shall not exceed $30,000.
4.7 Further Actions. Each of the parties hereto shall
take all such further action, and execute and deliver such further documents,
as may be necessary to carry out the transactions contemplated by this
Agreement.
4.8 Finder's Fees. The Private Company shall be
responsible for the payment of a finder's fee to Xxxxxx X. Xxxxxx in the amount
of $110,000, which shall be delivered at Closing.
5. Conditions Precedent to the Purchaser's Obligations. Each and
every obligation of the Purchaser to be performed on the Closing Date shall be
subject to the satisfaction prior thereto of the following conditions:
5.1 Truth of Representations and Warranties. The
representations and warranties made by the Private Company in this Agreement or
given on its behalf hereunder shall be substantially accurate in all material
respects on and as of the Closing Date with the same effect as though such
representations and warranties had been made or given on and as of the Closing
Date.
5.2 Performance of Obligations and Covenants. The Private
Company shall have performed and complied with all obligations and covenants
required by this Agreement to be performed or complied with by it prior to or
at the Closing.
5.3 Officer's Certificate. The Purchaser shall have been
furnished with a certificate (dated as of the Closing Date and in form and
substance reasonably satisfactory to the Purchaser), executed by an executive
officer of the Private Company, certifying to the fulfillment of the conditions
specified in subsections 5.1 and 5.2 hereof.
5.4 No Litigation or Proceedings. There shall be no
litigation or any proceeding by or before any governmental agency or
instrumentality pending or threatened against any party hereto that seeks to
restrain or enjoin or otherwise questions the legality or validity of the
transactions contemplated by this Agreement or which seeks substantial damages
in respect thereof.
5.5 No Material Adverse Change. As of the Closing Date
there shall not have occurred any material adverse change, financially or
otherwise, which materially impairs the ability
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of the Private Company to conduct its business or the earning power thereof on
the same basis as in the past.
5.6 Shareholders' Approval. The holders of not less than
a majority of the outstanding common stock of the Purchaser shall have voted
for authorization and approval of this Agreement and the transactions
contemplated hereby.
5.7 Shareholders' Execution of Subscription Agreement.
Each of the Shareholders shall have duly executed and delivered a Subscription
Agreement in the form as set forth in Schedule "B" as of the Closing Date.
6. Conditions Precedent to Obligations of the Private Company.
Each and every obligation of the Private Company to be performed on the Closing
Date shall be subject to the satisfaction prior thereto of the following
conditions:
6.1 Truth of Representations and Warranties. The
representations and warranties made by the Purchaser in this Agreement or given
on its behalf hereunder shall be substantially accurate in all material
respects on and as of the Closing Date with the same effect as though such
representations and warranties had been made or given on and as of the Closing
Date.
6.2 Performance of Obligations and Covenants. The
Purchaser shall have performed and complied with all obligations and covenants
required by this Agreement to be performed or complied with by it prior to or
at the Closing.
6.3 Officer's Certificate. The Private Company shall
have been furnished with a certificate (dated as of the Closing Date and in
form and substance reasonably satisfactory to the Private Company), executed by
an executive officer of the Purchaser, certifying to the fulfillment of the
conditions specified in subsections 6.1 and 6.2 hereof.
6.4 No Litigation or Proceedings. There shall be no
litigation or any proceeding by or before any governmental agency or
instrumentality pending or threatened against any party hereto that seeks to
restrain or enjoin or otherwise questions the legality or validity of the
transactions contemplated by this Agreement or which seeks substantial damages
in respect thereof.
6.5 No Material Adverse Change. As of the Closing Date
there shall not have occurred any material adverse change, financially or
otherwise, which materially impairs the ability of the Purchaser to conduct its
business.
6.6 No Liabilities. As of the Closing Date the Purchaser
shall not have aggregate liabilities in excess of $1,000.
7. New Director. Upon and as a condition of Closing this
Agreement:
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7.1 At Closing Xxxxxx X. Xxxxxx shall tender his
resignation as an officer and director of the Purchaser effective at the
completion of Closing. The remaining two directors of the Purchaser shall
appoint Xxxxxx Xxxxxx Xxxx as a director to fill the vacancy created by the
resignation of Xx. Xxxxxx and shall elect him as the president and CEO of the
Purchaser effective as of the completion of Closing. Prior to Closing the
Private Company will furnish material information of Xx. Xxxx. Purchaser
reserves the right to refuse to cause the appointment of Xx. Xxxx as a director
of Purchaser if, after review of the foregoing information concerning him, it
is the opinion of Purchaser that the appointment of such person would not be in
the best interests of Purchaser.
7.2 The Private Company reserves the right to terminate
this Agreement if Xx. Xxxx is not appointed as set forth above.
8. Closing.
8.1 Time and Place. The Closing of this transaction
("Closing") shall take place at 00 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx,
Xxxx, at 10:00 am, on September 23, 1999, or at such other time and place as
the parties hereto shall agree upon. Such date is referred to in this Agreement
as the "Closing Date."
8.2 Documents To Be Delivered by the Private Company. At
the Closing the Private Company shall deliver to the Purchaser the following
documents:
a. Executed copies of Schedule "B" executed by
all of the shareholders of the Private Company and the certificates for the
number of shares of common stock of the Private Company in the manner and form
required by subsection 1.1 hereof.
b. A stock certificate in the name of the
Purchaser representing all of the outstanding shares of stock of the Private
Company.
c. The certificate required pursuant to
subsection 5.3 hereof.
d. A certificate of good standing from the
State of Nevada dated not more than twenty days prior to Closing.
e. A signed consent and/or minutes of the
Private Company's directors and shareholders approving this Agreement and each
matter to be approved under this Agreement.
f. Such other documents of transfer,
certificates of authority, and other documents as the Purchaser may reasonably
request.
8.3 Documents To Be Delivered by the Purchaser. At the
Closing the Purchaser shall deliver to the Private Company the following
documents:
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a. Certificates for the number of shares of
common stock of the Purchaser as determined in subsection 1.2 hereof.
b. The certificate required pursuant to
subsection 6.3 hereof.
c. A certificate of good standing from the
State of Nevada dated not more than twenty days prior to Closing.
d. A signed consent and/or minutes of the
Purchasers's directors and shareholders approving this Agreement and each
matter to be approved under this Agreement.
e. Such other documents of transfer,
certificates of authority, and other documents as the Private Company may
reasonably request.
9. Termination. This Agreement may be terminated by the
Purchaser or the Private Company by notice to the other if, (i) at any time
prior to the Closing Date any event shall have occurred or any state of facts
shall exist that renders any of the conditions to its or their obligations to
consummate the transactions contemplated by this Agreement incapable of
fulfillment, or (ii) on October 15, 1999, if the Closing shall not have
occurred. Following termination of this Agreement no party shall have liability
to another party relating to such termination, other than any liability
resulting from the breach of this Agreement by a party prior to the date of
termination.
10. Miscellaneous.
10.1 Notices. All communications provided for herein
shall be in writing and shall be deemed to be given or made when served
personally or when deposited in the United States mail, certified return
receipt requested, addressed as follows, or at such other address as shall be
designated by any party hereto in written notice to the other party hereto
delivered pursuant to this subsection:
Purchaser: Xxxxxx X. Xxxxxx, President
00 Xxxx 000 Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
With Copy to: Xxxxxx X. Xxxxx, P.C.
Attorney at Law
00 Xxxx 000 Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
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Private Company Xxxxxx Xxxxxx Xxxx, President
000 Xxxx Xxxx
Xxxxx, XX 00000
With Copy to: Xxxxxx Xxxxxxxxx
Attorney at Law
000 Xxxx Xxxx
Xxxxx, XX 00000
10.2 Default. Should any party to this Agreement default
in any of the covenants, conditions, or promises contained herein, the
defaulting party shall pay all costs and expenses, including a reasonable
attorney's fee, which may arise or accrue from enforcing this Agreement, or in
pursuing any remedy provided hereunder or by the statutes of the State of Utah.
10.3 Assignment. This Agreement may not be assigned in
whole or in part by the parties hereto without the prior written consent of the
other party or parties, which consent shall not be unreasonably withheld.
10.4 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto, their heirs,
executors, administrators, successors and assigns.
10.5 Partial Invalidity. If any term, covenant,
condition, or provision of this Agreement or the application thereof to any
person or circumstance shall to any extent be invalid or unenforceable, the
remainder of this Agreement or application of such term or provision to persons
or circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant, condition,
or provision of this Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law.
10.6 Entire Agreement. This Agreement constitutes the
entire understanding between the parties hereto with respect to the subject
matter hereof and supersedes all negotiations, representations, prior
discussions, letters of intent, and preliminary agreements between the parties
hereto relating to the subject matter of this Agreement.
10.7 Interpretation of Agreement. This Agreement shall be
interpreted and construed as if equally drafted by all parties hereto.
10.8 Survival of Covenants, Etc. All covenants,
representations, and warranties made herein to any party, or in any statement
or document delivered to any party hereto, shall survive the making of this
Agreement and shall remain in full force and effect until the obligations of
such party hereunder have been fully satisfied.
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10.9 Further Action. The parties hereto agree to execute
and deliver such additional documents and to take such other and further action
as may be required to carry out fully the transactions contemplated herein.
10.10 Amendment. This Agreement or any provision hereof
may not be changed, waived, terminated, or discharged except by means of a
written supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is sought.
10.11 Full Knowledge. By their signatures, the parties
acknowledge that they have carefully read and fully understand the terms and
conditions of this Agreement, that each party has had the benefit of counsel,
or has been advised to obtain counsel, and that each party has freely agreed to
be bound by the terms and conditions of this Agreement.
10.12 Headings. The descriptive headings of the various
sections or parts of this Agreement are for convenience only and shall not
affect the meaning or construction of any of the provisions hereof.
10.13 Counterparts. This Agreement may be executed in two
or more partially or fully executed counterparts, each of which shall be deemed
an original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto executed the foregoing
Agreement and Plan of Reorganization as of the day and year first above
written.
PURCHASER: Center Star Gold Mines, Inc.
By
----------------------------
Xxxxxx X. Xxxxxx, President
PRIVATE COMPANY: Xxxx.xxx, Inc.
By
----------------------------
Xxxxxx Xxxxxx Xxxx, President
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14
SCHEDULE "A"
TO THE
AGREEMENT AND PLAN OF REORGANIZATION
NO. OF SHARES OF NO. OF SHARES OF
NAME OF THE PRIVATE COMPANY THE PURCHASER
SHAREHOLDER TO BE TRANSFERRED TO BE ISSUED
----------- ------------------- ----------------
Xxxxxx Xxxxxx Xxxx 8,501 15,895,013
Xxxxxx Xxxx XxXxx 5,750 10,752,509
Xxxxxx Xxxxxxxxx 2,887 5,399,630
Dee Xxx Xxxxxxxxx 2,887 5,399,630
Xxxxxx Xxxxxxxx 3,750 7,012,506
Xxxx Xxxxx 1,225 2,290,752
------ ----------
TOTAL 25,000 46,750,040
====== ==========
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