EXHIBIT 10.1
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement (hereinafter the "Agreement") is entered into effective
as of this 20TH day of May, 1998, by and among Instra Corp., a Delaware
(hereinafter "Instra"); Keiretsu Corporation, a Nevada corporation (hereinafter
"Keiretsu"), and the stockholders of Keiretsu (hereinafter the "Keiretsu
Stockholders"), the present owners of all the outstanding shares of common stock
of Keiretsu.
RECITALS:
WHEREAS, the Keiretsu Stockholders own all of the issued and
outstanding shares of common stock of Keiretsu which comprises 6,000,000 shares
( the "Keiretsu Shares"). Instra desires to acquire all of the outstanding
Keiretsu Shares solely in exchange for restricted common stock of Instra, making
Keiretsu a wholly-owned subsidiary of Instra; and
WHEREAS, the Keiretsu Stockholders (as set forth on the attached
Exhibit "A") desire to acquire common stock of Instra in exchange for the
Keiretsu Shares, as more fully set forth herein.
NOW, THEREFORE, for the mutual consideration set out herein, and other
good and valuable consideration, the receipt and legal sufficiency of which is
hereby acknowledged, the parties agree as follows:
AGREEMENT
1. SHARE EXCHANGE. The Keiretsu Stockholders are the present owners of
all of the issued and outstanding Keiretsu Shares. It is hereby agreed that all
of the Keiretsu Shares shall be acquired by Instra in exchange solely for shares
of Instra restricted common stock (the "Instra Shares"). All references in this
Agreement to the Instra Shares to be issued to the Keiretsu Stockholders shall
give effect to the one 1 for 5 post reverse split of Instra common stock..
2. DELIVERY OF SHARES. Instra and the Keiretsu Stockholders agree that
on the Closing Date or at the Closing as hereinafter defined, all outstanding
Keiretsu Shares shall be delivered to Instra in exchange for Instra Shares.
(a) The Instra Shares will, on the Closing Date or at the
Closing, be delivered to the Keiretsu Stockholders in exchange for their
Keiretsu Shares on the basis of one (1) post reverse split Instra Share for each
one(1) Keiretsu Share.
(b) At Closing, Instra shall, subject to the conditions set
forth herein, issue 6,000,000 post reverse split Instra Shares based upon a
reverse split approved by the Board of Directors of Instra immediately preceding
the share exchange described herein on a 1 for 5 share basis to the Keiretsu
Stockholders in accordance with Exhibit "A". Such Instra Shares shall bear the
following or similar restrictive legend :
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The shares of common stock represented by this certificate
have not been registered under the Securities Act of 1933, as
amended (the "Act") and may not be offered, sold, assigned,
pledged, hypothecated or otherwise transferred unless (1) they
are registered under the Act or (2) the holder has delivered
to the issuer an opinion of counsel, which opinion shall be
satisfactory to the issuer, to the effect that there is an
available exemption from registration under the Act and any
applicable state securities laws or that registration is
otherwise not required.
(c) Unless otherwise agreed by Instra and the Keiretsu
Stockholders, this transaction shall close only in the event Instra is able to
acquire all of the outstanding Keiretsu Shares.
3. OUTSTANDING SECURITIES. As of the Closing Date each of the following
shall occur:
(a) Each one(1) Keiretsu Share issued and outstanding
immediately prior to the Closing Date shall be exchanged for one (1) Instra
Share. Thereafter, all such Keiretsu Shares shall be deemed to be owned by
Instra. The holder of such certificates previously evidencing the Keiretsu
Shares outstanding immediately prior to the Closing Date shall cease to have any
rights with respect to such Keiretsu Shares except as otherwise provided herein
or by law.
(b) One shareholder of Instra will return 14,719,988 shares of
Instra common stock to Instra's treasury for cancellation.
(c) The 25,219,988 pre-split (2,100,000 post-cancellation and
post-split) shares of Instra common stock previously issued and outstanding
prior to the Closing will remain outstanding.
4. POST-ACQUISITION EVENTS. Upon Closing, the following shall be
accomplished:
(a) The resignation of the existing Instra officers and
directors and the appointment of new officers and directors as described in
Section 11.(f) hereof.
(b) Instra shall immediately file an amendment to its Articles
of Incorporation changing its name to WorldWide Web NetworX Corporation.
5. OTHER MATTERS.
(a) Prior to Closing, there shall be no stock dividend, stock
split (except the 1 for 5 reverse stock split described herein),
recapitalization, or exchange of shares with respect to or rights issued in
respect of, Instra's capital stock after the date hereof and there shall be no
dividends paid on Instra's capital stock.
(b) Instra shall have received all requisite majority
stockholder approval of the matters set forth herein.
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6. SURRENDER AND ISSUANCE OF SECURITIES. On or as soon as practicable
after the Closing Date:
(a) The Keiretsu Stockholders shall surrender for cancellation
certificates representing their Keiretsu Shares, against delivery of
certificates representing the Instra Shares for which their Keiretsu Shares are
to be exchanged at Closing.
7. REPRESENTATIONS OF THE KEIRETSU STOCKHOLDERS. The Keiretsu
Stockholders hereby represent and warrant effective this date and the Closing
Date as follows:
(a) Except as may be set forth in Exhibit "A" attached hereto
and made a part hereof, the Keiretsu Shares are free from claims, liens, or
other encumbrances, and the Keiretsu Stockholders have good title and the
unqualified right to transfer and dispose of such Keiretsu Shares.
(b) The Keiretsu Stockholders, are the sole registered holders
of the issued and outstanding Keiretsu Shares as set forth in Exhibit "A";
(c) The Keiretsu Stockholders have no present intent to sell
or dispose of the Instra Shares and are under no binding obligation, formal
commitment, or existing plan to sell or otherwise dispose of the Instra Shares.
8. REPRESENTATIONS REGARDING KEIRETSU. Keiretsu hereby represents and
warrants to the best of its knowledge and belief as follows, which warranties
and representations shall also be true as of the Closing Date:
(a) Except as noted on Exhibit "A", the Keiretsu Stockholders
listed on the attached Exhibit "A" are the sole owners of record and
beneficially own all of the issued and outstanding Keiretsu Shares. Keiretsu has
advised Instra that Keiretsu conducted an offering of its securities in late
1997 pursuant to Rule 504 of Regulation D of the Securities Act of 1933, as
amended, and received subscriptions and payment for stock pursuant thereto, but
did not accept said subscriptions and is returning all funds to subscribers.
(b) Keiretsu has no outstanding or authorized capital shares,
warrants, options or convertible securities other than as described in Exhibit
"A", attached hereto.
(c) Since September 30, 1997 there have not been any material
adverse changes in the financial position of Keiretsu except changes arising in
the ordinary course of business, which changes will in no event materially and
adversely affect the financial position of Keiretsu.
(d) Keiretsu is not a party to any material litigation or any
governmental investigation or proceeding.
(e) Keiretsu is in good standing in its jurisdiction of
incorporation.
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(f) Keiretsu has (or, by the Closing Date, will have filed)
all material tax, governmental and/or related forms and reports (or extensions
thereof) due or required to be filed and/or has (or will have) paid or made
adequate provisions for all taxes or assessments which have become due as of the
Closing Date.
(g) Keiretsu has not breached, and there is no pending or
threatened claim that Keiretsu has breached any of the terms or conditions of
any agreements, contracts or commitments to which it is a party or its
properties is bound. Keiretsu has previously given Instra copies or access
thereto of all material contracts, commitments and/or agreements to which
Keiretsu is a party including all relationships or dealings with related parties
or affiliates. The execution and performance hereof will not violate any
provision of applicable law or any agreement to which Keiretsu is a party or by
which it or its properties is bound.
(h) Keiretsu has no subsidiary corporations.
(i) Keiretsu has made its corporate financial records, minute
books, and other corporate documents and records available for review to present
management of Instra prior to the Closing Date, during reasonable business hours
and on reasonable notice.
(j) The performance of this Agreement does not materially
violate or breach any material agreement or contract to which Keiretsu is a
party.
(k) All information regarding Keiretsu which has been provided
to Instra is true and accurate in all material respects.
9. REPRESENTATION REGARDING INSTRA. Instra, to the best of its
knowledge and belief, hereby represents and warrants as follows, each of which
representations and warranties shall continue to be true as of the Closing Date:
(a) As of the Closing Date, the Instra Shares, to be issued
and delivered to all of the holders of Keiretsu Shares hereunder will, when so
issued and delivered, constitute, duly authorized, validly and legally issued
Instra Shares, fully-paid and nonassessable.
(b) Instra has the corporate power to enter into this
Agreement and to perform its obligations hereunder. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the board of directors of Instra. The execution and
performance of this Agreement will not constitute a breach of any material
agreement, indenture, mortgage, license or other instrument or document to which
Instra is a party and will not violate any judgment, decree, order, writ, or
applicable rule, statute, or regulation. The execution and performance of this
Agreement will not violate or conflict with any provision of the certificate of
incorporation or by-laws of Instra.
(d) Instra has delivered to Keiretsu a true and complete copy
of its (i) audited financial statements for the fiscal year ended December 31,
1997 and its unaudited financial statements for the quarterly period ended March
31, 1998; (ii) Articles of Incorporation, as amended;
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(iii) Bylaws; (iv) state and federal tax returns for no less than the last three
years; (v) shareholder list dated May 4, 1998 prepared by its transfer agent;
(vi) copies of all Board and shareholder minutes and consents; and (vii) the
Disclosure Statement dated September 3, 1996 filed in accordance with Rule
15c2-11. As of their respective dates, to the best knowledge and belief of
Instra, such documents did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstance under which they are
made, not misleading. The audited financial statements have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis (except as may be indicated therein or in the notes thereto) and fairly
present the financial position of Instra as of the dates thereof and the results
of its operations and changes in financial position for the periods then ended.
Instra has no subsidiaries as of the date hereof.
(e) Since March 31, 1998, there have not been any material
adverse changes in the financial condition of Instra.
(f) Instra is not a party to or the subject of any pending
litigation, claims, or governmental investigation or proceeding not reflected in
the Instra Financial Statements or otherwise disclosed herein, and there are no
lawsuits, claims, assessments, investigations, or similar matters, to the best
knowledge of Instra, threatened or contemplated against or affecting Instra or
its properties.
(g) Instra is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation; and presently
has and at Closing shall have the corporate power to own its property and to
carry on its business as then being conducted and shall be duly qualified to do
business in any jurisdiction where so required except where the failure to so
qualify would have no material negative impact.
(h) Instra has filed all federal, state, county and local
income, excise, property and other tax, governmental and/or related returns,
forms, or reports, which are due or required to be filed by it prior to the date
hereof and has paid or made adequate provision in the Instra Financial
Statements for the payment of all taxes, fees, or assessments which have or may
become due pursuant to such returns or pursuant to any assessments received.
Instra is not delinquent or obligated for any tax, penalty, interest,
delinquency or charge.
(i) Instra's authorized capital stock shall, at Closing,
consist of:(i)100,000,000 shares of common stock, $.001 par value, of which not
more than 2,100,000 post-split shares will be issued and outstanding. All
outstanding shares of capital stock of Instra are validly issued, fully paid and
nonassessable. There are no existing options, calls, warrants, preemptive rights
or commitments of any character relating to the issued or unissued capital stock
or other securities of Instra.
(j) Instra has (and at the Closing will have) disclosed in
writing all events, conditions and facts materially affecting its business,
financial condition or results of operations.
(k) The corporate financial records, minute books, and other
documents and records of Instra have been made available to the Keiretsu
Stockholders prior to the Closing.
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(l) Instra has not breached, and there is no pending or
threatened claim that Instra has breached any of the terms or conditions of any
agreements, contracts or commitments to which it is a party or by which it or
its properties is bound. The execution and performance hereof will not violate
any provisions of applicable law or any agreement to which Instra is subject.
Instra hereby represents that it is not a party to any material contract or
commitment other than appointment documents with its transfer agent, and that it
has disclosed to the Keiretsu Stockholders all relationships or dealings with
related parties or affiliates.
(m) The Instra common stock is currently quoted under the
trading symbol "INSC" on the OTC Bulletin Board and there are no stop orders in
effect with respect thereto.
(n) All information regarding Instra which is set forth herein
or has otherwise been provided by Instra to Keiretsu and the Keiretsu
Stockholders is true and accurate in all material respects.
10. CLOSING. The Closing of the transactions contemplated
herein shall take place on such date (the "Closing" or "Closing Date") as
mutually determined by the parties hereto when all conditions precedent have
been met and all required documents have been delivered, which Closing is
expected to be on or about May 18, 1998, but not later than May 22, 1998, unless
extended by mutual consent of all parties hereto.
11. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE KEIRETSU
STOCKHOLDERS. All obligations of the Keiretsu Stockholders under this Agreement
are subject to the fulfillment, prior to or as of the Closing and/or the
Effective Date, as indicated below, of each of the following conditions:
(a) The representations and warranties regarding Instra
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all material respects at and as of the
Closing as though such representations and warranties were made at and as of
such time.
(b) Instra shall have performed and complied, in all material
respects, with all covenants, agreements, and conditions set forth herein, and
shall have executed and delivered all documents required by this Agreement to be
performed or complied with or executed and delivered by it prior to or at the
Closing.
(c) On or before the Closing, the board of directors of Instra
shall have approved in accordance with applicable corporation law the execution
and delivery of this Agreement and the consummation of the transactions
contemplated herein.
(d) On or before the Closing Date, Instra shall have delivered
certified copies of resolutions of the board of directors and shareholders of
Instra approving and authorizing the execution, delivery and performance of this
Agreement and authorizing all of the necessary and
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proper action to enable Instra to comply with the terms of this Agreement
including the election of Keiretsu's nominees to the board of directors of
Instra and all matters outlined herein.
(e) A majority of Instra's stockholders shall have duly
approved all applicable matters described in this Agreement in accordance with
applicable law.
(f) At Closing, the existing officers and directors of Instra
shall have resigned in writing from all positions as directors and officers of
Instra upon the election and appointment of the Keiretsu nominees.
(g) At the Closing, all instruments and documents delivered to
the Keiretsu Stockholders pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for Keiretsu.
(h) At the Closing, upon consummation of the transactions,
Instra shall have the authorized capital as described in Section 9.(i) hereof.
(i) The Instra Shares to be issued to the Keiretsu
Stockholders at Closing will be validly issued, nonassessable and fully-paid
under applicable corporation law and will be issued in compliance with all
federal, state and applicable securities laws.
(j) At the Closing, Instra shall have delivered to the
Keiretsu Stockholders an opinion of its counsel dated as of the Closing to the
effect that:
(i) Instra is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of
incorporation;
(ii) Instra has authorized the execution, delivery
and performance of this Agreement by all necessary corporate action, and
subject to certain limitations, the Agreement is a valid and binding obligation
of Instra enforceable in accordance with its terms.
(iii) The Instra Shares to be issued pursuant to
Section 2 hereof, when issued, will be duly and validly issued, fully-paid and
nonassessable; and
(iv) Instra has the corporate power to execute,
deliver and perform under this Agreement.
12. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF INSTRA. All obligations
of Instra under this Agreement are subject to the fulfillment, prior to or at
the Closing, of each of the following conditions:
(a) The representations and warranties regarding the Keiretsu
Stockholders and Keiretsu contained in this Agreement or in any certificate or
document delivered pursuant to the provisions hereof shall be true in all
material respects at and as of the Closing as though such representations and
warranties were made at and as of such time.
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(b) The Keiretsu Stockholders shall have performed and
complied with, in all material respects, all covenants, agreements, and
conditions required by this Agreement to be performed or complied with by them
prior to or at the Closing;
(c) The Keiretsu Stockholders shall deliver a letter commonly
known as an "Investment Letter," in substantially the form attached hereto and
made a part hereof as Exhibit "B", acknowledging that the Instra Shares are
being acquired for investment purposes.
13. INDEMNIFICATION. For a period of two years from the Closing Instra
agrees to indemnify and hold harmless the Keiretsu Stockholders and Keiretsu,
and the Keiretsu Stockholders and Keiretsu agree to indemnify and hold harmless
Instra at all times after the date of this Agreement against and in respect of
any liability, damage or deficiency, all actions, suits, proceedings, demands,
assessments, judgments, costs and expenses including attorney's fees incident of
any of the forgoing, resulting from any material misrepresentations made by an
indemnifying party to an indemnified party, an indemnifying party's material
breach of covenant or warranty or an indemnifying party's nonfulfillment of any
agreement hereunder, or from any material misrepresentation in or omission from
any certificate furnished or to be furnished hereunder.
14. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing and the consummation of the transactions contemplated hereby for two
years from the Closing. All of the parties hereto are executing and carrying out
the provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement and not upon
any investigation upon which it might have made or any representation, warranty,
agreement, promise or information, written or oral, made by the other party or
any other person other than as specifically set forth herein.
15. DOCUMENTS AT CLOSING. At the Closing, the following documents shall
be delivered:
(a) The Keiretsu Stockholders will deliver, or will cause to
be delivered, to Instra the following:
(i) a certificate executed by Keiretsu to the effect
that to the best of its knowledge and belief all representations and
warranties made regarding Keiretsu under this Agreement are true and correct as
of the Closing, the same as though originally given to Instra on said date;
(ii) certificate from the jurisdiction of
incorporation of Keiretsu dated at or about the Closing to the effect that
Keiretsu is in good standing under the laws of said jurisdiction;
(iii) Investment Letter in the form attached hereto
as Exhibit "B" executed by the Keiretsu Stockholders;
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(iv) corporate resolutions of Keiretsu authorizing
the transactions described in this Agreement;
(v) such other instruments, documents and
certificates, if any, as are required to be delivered pursuant to the provisions
of this Agreement;
(vi) all other items, the delivery of which is a
condition precedent to the obligations of Instra, as set forth herein; and
(b) Instra will deliver or cause to be delivered to the
Keiretsu Stockholders:
(i) stock certificates representing those securities
of Instra to be issued as a part of the exchange as described in Sections 2 and
6 hereof;
(ii) a certificate of the President and Secretary of
Instra, to the effect that all representations and warranties of Instra made
under this Agreement are true and correct as of the Closing, the same as though
originally given to the Keiretsu Stockholders on said date;
(iii) certified copies of resolutions adopted by
Instra's board of directors and Instra's stockholders authorizing the
transactions described herein and all related matters;
(iv) certificates from the jurisdiction of
incorporation of Instra dated at or about the Closing Date that said corporation
is in good standing under the laws of said jurisdiction;
(v) opinion of Instra's counsel as described in
Section 11.(j) above;
(vi) such other instruments and documents as are
required to be delivered pursuant to the provisions of this Agreement;
(vii) resignation of all of the officers and
directors of Instra; and
(viii) all other items, the delivery of which is a
condition precedent to the obligations of the Keiretsu Stockholders, as set
forth in Section 11 hereof.
16. FINDER'S FEES. Instra represents and warrants to the Keiretsu
Stockholders and Keiretsu, and the Keiretsu Stockholders and Keiretsu represent
and warrant to Instra, that none of them, or any party acting on their behalf,
has incurred any liabilities, either express or implied, to any "broker" or
"finder" or similar person in connection with this Agreement or any of the
transactions contemplated hereby. In this regard, Instra on the one hand, and
the Keiretsu Stockholders and Keiretsu, jointly and severally, on the other
hand, will indemnify and hold the other harmless from any claim, loss, cost or
expense whatsoever (including reasonable fees and disbursements of counsel) from
or relating to any such express or implied liability.
17. MISCELLANEOUS.
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(a) FURTHER ASSURANCES. At any time, and from time to time,
after the Closing Date, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
(b) WAIVER. Any failure on the part of any party hereto to
comply with any of its obligations, agreements or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
(c) TERMINATION. All obligations hereunder may be terminated
at the discretion of either Instra's or Keiretsu's board of directors if (i) the
closing conditions specified in Sections 11 and 12 are not met by May 22, 1998,
unless extended, or (ii) any of the representations and warranties made herein
have been materially breached.
(d) AMENDMENT. This Agreement may be amended only in writing
as agreed to by all the parties hereto.
(e) NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first class registered or certified mail, return
receipt requested, as follows:
IF TO INSTRA: 0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
WITH A COPY TO: Xxxxxx X.Xxxxx, Esq.
57 West, 000 Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
IF TO KEIRETSU AND THE
KEIRETSU STOCKHOLDERS: 00 Xxxxxxx Xxxx Xxxxx
Xxxxxx Xxxx, XX 00000
WITH A COPY TO: Xxxxxxxx Xxxxxxx Xxxx, Esq.
000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
(f) HEADINGS. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
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(g) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
(h) BINDING EFFECT. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.
(i) ENTIRE AGREEMENT. This Agreement and the attached Exhibits
constitute the entire agreement of the parties covering everything agreed upon
or understood with respect to the subject matter hereof. There are no oral
promises, conditions, representations, understandings, interpretations or terms
of any kind as conditions or inducements to the execution hereof.
(j) TIME. Time is of the essence.
(k) SEVERABILITY. If any part of this Agreement is deemed to
be unenforceable the balance of the Agreement shall remain in full force and
effect.
(l) RESPONSIBILITY AND COSTS. All fees, expenses and
out-of-pocket costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred by the
parties hereto shall be borne solely and entirely by the party that has incurred
such costs and expenses unless such party has agreed otherwise with any such
person.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
STOCKHOLDERS OF KEIRETSU INSTRA CORP.
CORPORATION
//S// XXXXXX X. XXXX //S// XXXXXXX X. XXXXXXXXX
------------------------------------ -------------------------------
Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxxxx, President
//S// XXXXX XXXX KEIRETSU CORPORATION
------------------------------------
Xxxxx Xxxx By: //S// XXXXXX X. XXXX
---------------------------
//S// XXXXXXX XXXX Xxxxxx X. Xxxx, CEO
------------------------------------
Xxxxxxx Xxxx
//S// XXXXX XXXXXX
------------------------------------
Xxxxx Xxxxxx
//S// XXXX XXXX //S// XXXX XXXXXX
------------------------------------ --------------------------------
Xxxx Xxxx ITF Xxxxxxx Xxxx ###-##-#### Xxxx Xxxxxx
//S// XXXXXX XXXXX //S// AMRAMOL FAMILY TRUST
------------------------------------ --------------------------------
Xxxxxx Xxxxx Amramol Family Trust ###-##-####
//S// XXXX XXXXXX
------------------------------------
Xxxx Xxxxxx
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//S// XXXXXXX XXXX
----------------------------------
Xxxxxxx Xxxx
//S// XXXXXXXXXX XXXXXX
------------------------------------
Xxxxxxxxxx Xxxxxx
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EXHIBIT "A"
Keiretsu Stockholders:
NUMBER OF KEIRETSU NUMBER OF POST-SPLIT
NAME SHARES VICUNA SHARES
---- ------------------ --------------------
Xxxxxx X. Xxxx 4,340,000 4,340,0000
Xxxxx Xxxx 500,000 500,000
Xxxx Xxxx ITF
Xxxxxxx Xxxx 500,000 500,000
Xxxxxxx Xxxx 500,000 500,000
Xxxxx Xxxxxx 100,000 100,000
Xxxxxx Xxxxx 17,500 17,500
Amramol Family
Trust 20,500 20,500
Xxxx Xxxxxx 20,000 20,000
Xxxxxxx Xxxx 1,000 1,000
Xxxxxxxxxx Xxxxxx 1,000 1,000
There are no claims, liens or other encumbrances on the Keiretsu Shares.
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EXHIBIT "B"
INVESTMENT LETTER
TO THE BOARD OF DIRECTORS OF INSTRA CORP.
The undersigned hereby represents to Instra Corp. (the "Corporation"),
that (1) the shares of the Corporation's common stock (the "Securities") which
are being acquired by the undersigned are being acquired for his own account and
for investment and not with a view to the public resale or distribution thereof;
(2) the undersigned will not sell, transfer or otherwise dispose of the
securities except in compliance with the Securities Act of 1933, as amended (the
"Act"); and (3) the undersigned is aware that the Securities are "restricted
securities" as that term is defined in Rule 144 or the General Rules and
Regulations under the Act.
The undersigned hereby agrees and acknowledges that he will not sell
the Securities outside of the United States in any manner which will allow the
Securities to become nonrestricted except upon registration in the United
States.
The undersigned further acknowledges that he or she has had an
opportunity to ask questions of and receive answers from duly designated
representatives of the Corporation concerning the terms and conditions pursuant
to which the Securities are being acquired. The undersigned acknowledges that he
has been afforded an opportunity to examine such documents and other information
which he or she has requested for the purpose of verifying the information set
forth in said documents.
The undersigned acknowledges and understands that the Securities are
unregistered and must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available.
The undersigned further acknowledges that he is fully aware of the
applicable limitations on the resale of the Securities. These restrictions for
the most part are set forth in Rule 144. The Rule permits sales of "restricted
securities" upon compliance with the requirements of such Rule. If the Rule is
available to the undersigned, the undersigned may make only routine sales of
securities, in limited amounts, in accordance with the terms and conditions of
that Rule.
Any and all certificates representing the Securities, and any and all
Securities issued in replacement thereof or in exchange therefor, shall bear the
following legend, which the undersigned has read and understands:
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The Securities represented by this Certificate have not been registered
under the Securities Act of 1933 (the "Act") and are "restricted
securities" as that term is defined in Rule 144 under the Act. The
Securities may not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act or
pursuant to an exemption from registration under the Act, the
availability of which is be established to the satisfaction of the
Corporation.
The undersigned further agrees that the Corporation shall have the
right to issue stop-transfer instructions to its transfer agent and acknowledges
that the Corporation has informed the undersigned of its intention to issue such
instructions.
Very truly yours,
_________________________
Date: _____________, 1998
14
