Exhibit (6)(a)(2)
AGREEMENT AND PLAN OF REORGANIZATION AND
CORPORATION SEPARATION
Agreement made as of the 18th day of August 1999 between General Environmental
Corporation ("GEC"), a Delaware Corporation, and XxxxxxXxxx.xxx, Inc.
("EnviroMart") a New Hampshire Corporation.
Whereas GEC owns all of the outstanding Class A common stock of its subsidiary,
EnviroMart; and,
Whereas it is the desire of GEC to separate the business of EnviroMart from the
business of GEC pursuant to section 355 of the Internal Revenue Code of 1986 as
amended, and;
Whereas as of this date a business plan has not been put together and there is
no book value or intangible value in EnviroMart and therefore its shares are of
diminutive or no value.
Now Therefore in consideration of the mutual covenants and obligations herein
set forth the parties hereto agree as follows:
1. EnviroMart shall issue a class B non-voting of common stock which
shall be exchanged for class A common stock to effect the spin off and
separation of the parties pursuant to Section 355 of the Internal
Revenue Code of 1986 as amended.
2. EnviroMart shall upon issuance of the class B Common stock cancel the
outstanding share certificate held by General Environmental
representing all 1000 shares of the outstanding and issued common
stock.
3. EnviroMart shall cause the issuance of the shares to the General
Environmental Corporation shareholders and the exchange of the Class B
common stock for class A shares without the requirement of the General
Environmental Corporation shareholders surrendering any of their
shares in General Environmental Corporation.
4. EnviroMart shall issue 8 million class B non- voting shares in the
name of General Environmental Corporation as nominee for its
shareholders as of November 15, 1999 which shall be redeemable for
class A common stock under a formula as approved by the Board of
Directors of EnviroMart.
5. EnviroMart shall issue 400,000 class B non-voting shares in the name
of General Environmental Corporation, which will be redeemable into
class, A common shares under a formula as approved by the Board of
Directors of EnviroMart.
6. The voting class A common shares to be exchanged for the redeemable
class B non-voting shares shall in no way represent any increase in
value from the date of this Separation Agreement to the date of the
exchange provided for herein.
7. The distribution of the class A shares and redemption of the class B
non-voting shares shall be completed as and when determined by the
Board of Directors of EnviroMart.
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8. This Agreement shall constitute the entire agreement and understanding
between the parties and supercedes all prior agreements and
understandings related hereto. The law of the State of New Hampshire
shall govern this Agreement.
9. This Agreement may be executed in two or more counterparts, each of
which shall be an original but all of which shall constitute but one
agreement.
10. The parties agree that at any time and from time to time after the
date of this Agreement that they will execute and deliver and take
such acts as required to effect the Plan.
Executed as of the date first above written.
General Environmental Corporation XxxxxxXxxx.xxx, Inc.
_____________________________ _____________________________
By: Xxxxxxx X. Xxxxx By: W. Xxxxxx Xxxxxxx
Chairman / CEO President
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