AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION is made this 24th day of June, 1998,
by and between TEE-RIFIK CORP., a Nevada corporation (hereinafter called "the
Company"), and all. of the stockholders (hereinafter called "the Stockholders")
of SHOP T.V. TELEVISION, INC., a Florida corporation (hereinafter called "Shop")
whose names are set forth on Exhibit A attached hereto and by this reference
made a part hereof.
W I T N E S S E T H :
1. Plan of Reorganization. The Stockholders represent and warrant that they are
the holders and beneficial owners of all of the issued and outstanding shares of
the stock of Shop, which consists of one thousand (1,000) shares of the common
stock of Shop. It is the intention of the parties hereto that all of the issued
and outstanding shares of common stock of Shop shall be acquired by the Company
in exchange solely shares of its voting common stock. It in the express
intention of the parties hereto that the said exchange shall be a tax-exempt
transaction fully in compliance with Section 368(a)(1)(B) of the Internal
Revenue Code of 1954, as amended.
2. Exchange of Shares. The Company and the Stockholders agree that all
of the one thousand (1,000) shares of the issued and outstanding common stock of
Shop shall be exchanged with the Company for twelve million five hundred
thousand (12,500,000) shares of the common stock of the Company. A list of all
of the Stockholders showing the number of shares of common stock of Shop held
and owned by each of them together with the number of shares of common stock of
the Company which each of them will receive in exchange is attached hereto as
Exhibit A and by this reference made a part hereof. The Stockholders agree and
acknowledge that the. shares of common stock of the Company which they will
receive are "restricted" securities and that the Stockholders will hold such
shares for investment.
3. Delivery of the Shares. On the Closing Date (as hereinafter
defined), the Stockholders will deliver certificates for or the shares of the
common stock of Shop duly endorsed by the Stockholders in order to make the
Company the sole owner thereof, free and clear of all claims, liens, and
encumbrance, and on the Closing Date delivery of the shares of the common stock
of the Company will be made to the Stockholders as set forth on said Exhibit A
hereto.
4. Representations of the Stockholders. The Stockholders hereby
represent and warrant to the Company and to each other as follows:
a. As of the Closing Date the Stockholders will be the sole
owners of their respective shares of the common stock of Shop appearing
of record in their names, such shares will be free from all claims,
liens, or encumbrances, and the Stockholders will have the unqualified
right to transfer the said shares.
b. The said shares constitute validly issued shares of the
common stock of Shop and are fully paid and nonassessable.
c. Shop is and will be on the Closing Date in good standing as
a Florida corporation.
5. Representations of the Company. The Company represents and warrants
to the Stockholders as follows:
a. As of the Closing Date the total issued and outstanding
shares of the common stock of the Company shall be 2,500,000 shares.
b. As of the Closing Date there will no outstanding options,
stock purchase warrants, or any other securities which are convertible
into or exchangeable for any shares of the stock of the Company of any
class or classes or to which shall be attached or shall appertain any
option, warrant, or other instrument or instruments that shall confer
upon the holder or owner thereof the right to subscribe for or purchase
from the Company any shares of its stock of any class or classes.
c. As of the Closing Date, the shares of the common stock of
the Company to be issued to the Stockholders will constitute the valid
and legally issued shares of the Company, fully paid and nonassessable
and, except for the "restricted" nature of the said securities, will be
legally equivalent in all respects to the common stock of the Company
issued and outstanding as of the date hereof.
d. The officers of the Company are duly authorized to execute
this Agreement and Plan of Reorganization pursuant to, authorization of
the Company's Board of Directors.
e. The Company's financial statements dated December 31, 1996,
December 31, 1997, and May 31, 1998 are true and correct statements for
the periods indicated and fairly present the financial position of the
Company. There are no substantial liabilities, either fixed or
contingent, not reflected in such, financial statements other than
contracts or obligations in the usual course of business; and no
contracts or obligations in the usual course of business are liens or
other liabilities, which, if disclosed, would alter substantially the
financial condition of the Company as reflected in such financial
statements.
f. Since May 31, 1998 there have not been, and prior to the
Closing Date there will not be, any material changes in financial
position of the company except changes arising in the ordinary course
of business.
g. The Company is not involved in any pending litigation or
governmental investigation or proceeding not reflected in such
financial statements or otherwise disclosed in writing the
Stockholders.
h. The Company is and as of the Closing date will be in good
standing as a Nevada corporation.
i. The shares of the common stock of the Shop are being
acquired by the Company for investment and there is no present
intention of the part of the Company to dispose of such shares.
6. Deposit of Stock. All certificates for the shares the common stock
of the Company and Shop will be deposited with the Company's attorney, Xxxxxxx
X. Xxxxx, Chartered, as trustee, at its offices located at 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000.
7. The Closing. The Closing Date will be at the aforesaid offices of
the Company's said attorney on June 26, 1998 at 12:00 noon, or such other date
and time as the parties hereto may agree.
8. Reverse Splits. The parties hereto acknowledge that prior to the
execution of this Agreement and Plan of Reorganization, the Company approved a
reverse-split in the shares of its issued and outstanding common stock, so that
the total number of the Company issued and outstanding shares of stock have
reduced from 3,750,000 to 2,500,000. After the Closing, the Company will not
effect any additional reverse splits during the period of eighteen (18) months
from the date of this Agreement.
9.Indemnification. The parties hereto agree to and shall indemnify each
other and their respective successors, assigns, heirs, and personal
representatives against any and all damages resulting from any breach of any
representation, warranty, or agreement set forth in this Assignment and
Agreement or the untruth or inaccuracy thereof. The parties hereto further agree
to and shall indemnify each other and their successors, assigns, heirs, personal
representatives against any and all debts, liabilities, choses in action, or
claims of any nature, absolute or contingent, resulting from such breach untruth
or inaccuracy. This indemnity, shall survive the closing of the transactions
contemplated hereunder but shall be limited to liabilities of which one party
hereto shall receive notice in writing from the other party or their or its
successors and assigns within five (5) years from the date hereof. Such party or
their, his or its successors, assigns, heirs and personal representatives shall
notify the other parties or parties of any such liabilities, breach of warranty,
untruth, or inaccuracy of representation or any claim thereof with reasonable
promptness, and such party or parties or their or its successors and assigns
shall have, at their election, the right to compromise or defend any such matter
involving asserted liability through counsel of their own choosing and at their
expense. Such notice and opportunity to compromise or defend, if applicable,
shall be a condition precedent to any liability of such party under indemnity.
In the event that a party hereto undertakes to compromise or defend any such
liability, then such party shall notify the other party or their, his or its
successors, assigns, heirs, and personal representatives shall cooperate with
the other party or parties and their or its counsel in the compromising or
defending against any such liabilities.
10. Survival of Representations. The representations, warranties, and
agreements of the parties hereto contained in this Agreement and Plan of
Reorganization shall, not be discharged or dissolved upon but shall survive the
closing hereunder and shall be unaffected by any investigation made by any party
at any time.
11. Attorneys' Fees. If any litigation is commenced between the parties
hereto, or their representatives concerning any provisions of this Agreement and
Plan of Reorganization or the rights and duties of any person or entity in
relation to it, the party prevailing in such litigation shall be entitled, in
addition to such other relief as may be granted, to a reasonable sum as and for
her or its attorneys' fees in such litigation.
12. Counterparts. This Agreement and Plan of Reorganization may be
executed in counterparts and as executed shall constitute agreement, binding on
both of the parties to it, notwithstanding that both parties are not signatory
to the original or to the same counterpart.
13. Binding Effect. Except as otherwise provided to the contrary, this
Agreement and Plan of Reorganization shall be binding upon and inure to the
benefit of the parties signatory to this Agreement and Plan of Reorganization
and their personal representatives, heirs, successors and assigns.
14. Headings. The headings of the paragraphs of this Agreement and Plan
of Reorganization in no way define, limit, extend or interpret the scope of,
this Agreement and Plan of Reorganization or of any particular paragraph or
section.
15. Additional Documents. Each of the parties hereto agrees to execute
with acknowledgment or affidavit, if required, any and all additional documents
which may be necessary or expedient in consummation of this Agreement and Plan
of Reorganization and the achievement of its purposes.
16. Validity. If any provision of this Agreement and Plan of
Reorganization is held to be invalid the same shall not affect in any, respect
whatsoever the validity of the remainder of this Agreement and Plan of
Reorganization.
17. Interpretation. When the context in which words are used in this
Agreement and Plan of Reorganization indicates that such is the intent, words in
the singular number shall include the plural and in the masculine gender shall
include the feminine and neuter, and vice versa.
18. Applicable Law. It is the intention of the parties that the laws of
the State of Nevada govern the validity of this Agreement and Plan of
Reorganization, the construction of its terms and conditions, and the
interpretation of the rights and duties of the parties.
19. Integrated Agreement. This Agreement and Plan of Reorganization
constitutes the entire understanding and agreement among the parties with
respect to the subject matter of it, and there are no agreements,
understandings, restrictions representations or warranties among the parties
other than those set forth or provided in this Agreement and Plan of
Reorganization.
IN WITNESS WHEREOF the parties hereto have executed this Agreement and Plan of
Reorganization the day and year first hereinabove written.
TEE-RIFIK CORP.
By:/S/XX XXXXXXXXX
President
ATTEST:
/S/XXXXXX XXXXXX
Secretary
SHOP T.V. & TELEVISION, INC.
Attest:
/S/XXXX XXXXXXX ............ /S/XXXX XXXXXX /S/XXXX WARM
--------------- -------------- -------------
Xxxx Xxxxxxx ............ Xxxx Xxxxxx Xxxx Warm
4,845,800 Shares ........... 4,885,950 Shares 1,650,000 Shares
Date: /S/JUNE 25, 1998 ..... Date:/S/JUNE 25, 1998 Date:/S/JUNE 25, 1998
/S/XXX XXXXXXX ............. /S/XXXX XXXXXXXX
-------------- ----------------
Xxx Xxxxxxx ............. Xxxx Xxxxxxxx
262,500 Shares ............. 262,500 Shares
Date:/S/JUNE 25, 1998 ...... Date:/S/JUNE 25, 1998
EXHIBIT A
Name of Stockholder Shop Shares Tee-Rifik Corp. Shares
------------------- ----------- ----------------------
Xxxx Xxxxxxx ........................... 381.09 4,845,800
Xxxx Xxxxxx ............................ 384.36 4,885,950
Xxxx Warm .............................. 145 1,650,000
Xxx Xxxxxxx ............................ 25 262,500
Xxxx Xxxxxxxx .......................... 25 262,500
Xxxxx Xxxxxxxx ......................... 15 225,000
Xxxxx Xxxxxxxx ......................... 5 75,000
Xxxx Xxxxxx ............................ 5 75,000
Xxx Xxxxx .............................. .66 9,900
Xxx Xxxxxxxxx .......................... .66 9,900
Xxxxx Xxxx ............................. .66 9,900
Xxxx Xxxxxx ............................ .33 4,950
X.X. Xxxxxxx ........................... .66 9,900
Xxxxx Xxxxxxx, Xx ...................... .66 9,900
Xxxxxxx Xxxxxxx ........................ .66 9,900
Xxxxxx Xxxxxxx ......................... .66 9,900
Xxxxx Xxxxxxx, Xx ...................... .66 9,900
Xxxxxxx Xxxxxxx ........................ .66 9,900
Xxxxx Xxxx, Xx ......................... .66 9,900
Xx Xxxx ................................ .66 9,900
Xxxx Xxxx .............................. .66 9,900
Xxxxx Xxxx ............................. .66 9,900
Xxxxxxx Xxxxxxxxxx ..................... .66 9,900
Xxxxxx Xxxx ............................ .66 9,900
Xxxxxx Brief ........................... .66 9,900
Xxxxxxx Xxxxxx ......................... 1.5 22,500
Xxxxxx Xxxxxx .......................... 1.5 22,500
Xxxx Xxxxxx ............................ .66 9,900
-------- -----------
TOTAL: ................................. 1,000.00 12,500,000
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