PLAN OF ACQUISITION
BY WHICH
LSI Communications, Inc.
(A NEVADA CORPORATION)
SHALL ACQUIRE
Coaching Institute, Inc.
(A UTAH CORPORATION)
This Plan of Acquisition is made and dated this 21st day of June 1999, by
and between the Parties, as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.
B. Coaching Institute, Inc. ("Coaching Institute") is a private Utah
Corporation
II. RECITALS
A. The Capital of the Parties:
1. The Capital of LSI consists of 50,000,000 shares of common
voting stock of $.001 par value authorized, of which
approximately 6,072,182 shall be issued or outstanding at
closing.
2. The Capital of Coaching Institute consists of 1,000,000
shares of common voting stock of no par value authorized, of
which 100,000 shares are issued and outstanding.
B. The Background for the Acquisition:
1. Coaching Institute has certain intellectual property and
contracts in place that generate significant annual revenue,
including a contract to produce a fitness video series with
the MVP of the NBA, Xxxx Xxxxxx. Significant interest has been
shown concerning the use of Coaching's services by numerous
companies and other significant parties.
2. Coaching Institute has an interest to be acquired/merged
with a public corporation, and
3. LSI wishes to acquire these assets and maintain Coaching
Institute, Inc., a Utah Corporation, as a majority owned
subsidiary to generate revenue for these companies and other
significant parties. As required by law, the vote for the
approval of this definitive Agreement and Reorganization shall
be approved by a vote of the holders of a majority of the
issued and outstanding share of LSI and
4. The Parties contemplate and intend that the acquisition
will be a stock for stock transaction; that 85% of the issued
and outstanding capital stock of COACHING INSITUTE shall be
acquired by LSI in exchange solely for 2,500,000 shares of LSI
voting stock (Exhibit A); that the remaining 15% of the issued
and outstanding capital stock of COACHING INSTITUTE shall be
available to be acquired by LSI in exchange solely for
2,045,455 shares of LSI voting stock through option
agreements (Exhibits B-F); that this transaction qualify as a
tax-free reorganization under Section 368(a)(1)(13) of the
Internal Revenue Code of 1954, as amended, and related
sections thereunder.
III. PLAN OF REORGANIZATION
A. Reorganization and Acquisition: (1) LSI shall acquire the Assets,
Businesses and Capital Stock of COACHING INSTITUTE, and COACHING
INSTITUTE shall become and be a majority-owned subsidiary of LSI, on
the terms and conditions which follow and are provided in this
Agreement; (2) LSI shall issue to the shareholders of COACHING
INSTITUTE, as COACHING INSTITUTE shall direct, an aggregate of
2,500,000 (two million five hundred thousand) shares of the common
stock of LSI for 85% of the issued and outstanding capital stock of
COACHING INSTITUTE (Exhibit A); (3) COACHING INSTITUTE shall issue to
LSI options (Exhibits B-F) to acquire the remaining 15% of the issued
and outstanding capital stock of COACHING INSTITUTE in exchange solely
for 2,045,455 shares of LSI voting stock;
B. Transfer of control: The Existing Directors of COACHING INSTITUTE
shall remain as the Officers and Directors of the corporation.
C. Surviving Corporations: Both Companies shall survive the acquisition
as indicated above, such that after acquisition, COACHING INSTITUTE
shall be a majority owned subsidiary of LSI.
D. Closing/Effective Date: This Plan of Reorganization shall become
effective immediately upon approval and adoption by Corporate parties
hereto, in the manner provided by the law of its place of incorporation
and its constituent corporate documents.
E. Further Assurance, Good Faith and Fair Dealing: The directors of
each Company shall and will execute and deliver any and all necessary
documents, acknowledgements and assurances and to do all things proper
to confirm or acknowledge any and all rights, titles and interests
created or confirmed herein; and both companies covenant to hereby to
deal fairly and in good faith with each other and each others
shareholders.
F. Construction: This Plan of Reorganization and the resulting legal
relations between the parties hereto shall be governed by and construed
in accordance with the laws of the State of Nevada.
G. Representations & Undertakings by COACHING INSTITUTE:
COACHING INSTITUTE represents and warrants as follows:
(1) The assets held by COACHING INSTITUTE are with
liabilities that are reflected in statements to be
provided; any obligations are in the usual course of
business; and no such contracts or obligations in the
usual course of business are liens or other liabilities
which, if disclosed, would alter substantially the
financial condition of this proposed acquisition herein.
(2) There have not been, and prior to the closing date
there will not be, any material adverse changes in the
financial position of these contracts, except changes
arising in the ordinary course of business.
(3) COACHING INSTITUTE is not involved in any pending or
threatened litigation or governmental investigation or
proceeding not reflected in such financial statement or
otherwise disclosed in writing to LSI and, to the
knowledge of COACHING
INSTITUTE, or its holders, no litigation, is pending or
threatened against COACHING INSTITUTE.
H. REPRESENTIONS AND UNDERTAKINGS BY LSI:
LSI represents and warrants as follows.
(1) As of the closing date, the LSI shares to be delivered to
the Stockholders will constitute valid and legally issued
shares of LSI, fully paid and nonassessable, and will be
legally equivalent in all respects to the common stock of LSI
issued and outstanding as of the date hereof.
(2) The officers of LSI are duly authorized to execute this
agreement pursuant to authorization of its Board of Directors.
(3) The financial statements of LSI, are true and complete
statements, as of that date, of its financial condition, and
fairly present the results of its operations for such period;
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
are liens or other liabilities, which if disclosed, would
alter substantially the financial condition of LSI, as
reflected in such financial statements. Within 12 months after
the reorganization and acquisition takes place, if it is found
that there are material liabilities of LSI which were not
previously disclosed, which may cause the directors, officers,
and/or shareholders to be liable or at risk for liability, or
that could adversely affect the performance of the company,
Coaching Institute will have the option to rescind the
acquisition agreement if recision takes place, Coaching
Institute shareholders will forfeit all shares of LSI stock,
and LSI will forfeit all shares of Coaching Institute stock.
(4) There have not been, and prior to the closing date there
will not be, any material adverse changes in the financial
position of LSI, except changes arising in the ordinary course
of business and this proposed reorganization.
(5) To the best knowledge of LSI, its Officers, Directors or
Principal Shareholder, LSI is not involved in any pending or
threatened litigation or governmental investigation or
proceeding not reflected in such financial statements or
otherwise disclosed in writing to COACHING INSTITUTE.
I. Confidentiality: The Parties hereto agree that the
information which each intends to impart to the other
subsequent to the execution thereof shall not be disclosed to
any other third party and each person shall take reasonable
precautions to prevent disclosure of any information and
know-how to any entity for any use, including but not limited
to, commercial use. The parties hereto further agree to keep
confidential all proprietary information. The parties
furthermore agree to keep confidential any and all names,
telephone or telex numbers, and any other matters considered
confidential arising from this Agreement.
J. Counterpart: This Agreement may be signed by facsimile.
Counterpart originals will also be signed by both parties.
This Reorganization Agreement is executed on behalf of each company by its
duly authorized representatives, and attested to, pursuant to the laws of its
respective places of incorporation and in accordance with its constituent
documents.
LSI Communications, Inc. Coaching Institute, Inc.
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxxxx
---------------------- ---------------------
Xxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxx
President and Director Vice-President and Director
EXHIBIT A
85% PURCHASE 15% PURCHASE
15-Jun-99 1-Jan-01
LSI Shares LSI Shares Tot. Min
Name Total Shares Percentage Issued Issued LSI Shares
---------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxxxxx 42,500 42.50% 1.062,500 869,318 1,931,818
Xxxxxx X. Xxxxxxx 42,500 42.50% 1.062,500 869,318 1,931,818
Xxxx X. Xxxxxxxxx 7,000 7.00% 175,000 143,182 318,182
Xxxx XxXxxxxxxx 6,000 6.00% 150,000 122,727 272,727
Xxxxx Xxxxxxxx 2,000 2.00% 50,000 40,909 90,909
100,000 2,500,000 2,045,455 4,545,455
EXHIBIT B
OPTION AGREEMENT
This AGREEMENT IS made and entered into on this l5th day of June 1999, by
and between the Parties as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.
B. Xxxxx X. Xxxxxxxxx ("Stockholder") is an individual.
C. Coaching Institute, Inc. ("Coaching Institute") is a private Utah
Corporation.
II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
A. Identification of Coaching Institute, Inc. Coaching Institute, Inc.
is a Utah Corporation, having its principal place of business in
Draper, Utah. The only class of stock of Coaching Institute, Inc. is
common stock.
B. Representations. Stockholder has made no representations to LSI
concerning the financial condition of Coaching Institute. Stockholder
has made no representations or warranties concerning the future value
of Coaching Institute stock, future earnings of Coaching Institute
stock, or any other representations concerning Coaching Institute,
except as are identified herein.
C. Stock Ownership. Stockholder is the owner of 42,500 shares of common
stock of Coaching Institute. Stockholder will not transfer or assign
any of such stock until expiration of this option agreement, except as
directed in the Plan of Reorganization and Acquisition by which LSI
Communications, Inc. shall acquire Coaching Institute, Inc.
D. Option Grant to LSI. For a period of sixty days after January 1,
2001. Stockholder grants LSI an exclusive right to acquire the
remaining 6,375 shares of common stock of Coaching Institute,
representing all of those shares identified in paragraph II.C. not
being part of the 85% exchanged in the Plan of Acquisition by which LSI
Communications, Inc. shall acquire Coaching Institute, Inc., above. The
acquisition price of the 6,375 shares shall be for 869,318 shares of
the common stock of LSI.
F. Construction. This agreement shall be liberally construed in favor
of granting an exclusive option upon the terms specified herein. In
furtherance thereof, this Agreement shall be construed in accordance
with the laws and statutes of the State of Nevada, being the principle
place of business of LSI.
F. Advise to Seek Legal Counsel. Stockholder has sought and obtained
the advise of counsel prior to entering this Agreement or has been
strongly advised to obtain legal counsel concerning the advisability of
entering this Agreement. In entering this Agreement, Stockholder is not
relying upon any statements, representations, or opinions of: (a) any
attorneys or counsel for or of LSI or Coaching Institute; (b) any
representatives, agents, officers, employees, or directors of LSI or
Coaching Institute; or (c) any person other than his retained legal
attorney.
G. Notices. Notices to Stockholder shall be delivered to ______________
_______________________________________________________________________
Notices to LSI shall be delivered to: 000 Xxxx Xxxxxxxx Xxxx Xxxxx,
Xxxxxx, XX 00000. All notices shall be delivered by certified mail with
a return receipt requested, by overnight courier, or by facsimile. All
notices shall be complete upon delivery.
H. Cooperation. Stockholder agrees to fully cooperate with LSI in the
event that LSI elects to exercise any rights under this Agreement
Stockholder shall take no action which would obstruct the ability of
LSI to exercise its rights under this Agreement
I. Procedure for Exercising Option. LSI may exercise its rights under
this Agreement by giving written notice to the Shareholder in the
manner specified in Paragraph II. G. above. Such written notice shall
be in any reasonable form sufficient to notify Stockholder of the
exercising of the option. Full payment shall be due upon delivery of
any or all shares from Stockholder to LSI. Upon exercising of any
options, Stockholder shall arrange for delivery of existing shares, if
any, to LSI within five business days.
J. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder
shall be severable, valid, and effective as if such invalid, unlawful,
or unenforceable section or paragraph was not contained herein.
K. Consideration. In consideration of the Agreements contained herein,
LSI is providing the sum of One Hundred Dollars ($100.00) to
Stockholder. Stockholder accepts such amount as full and complete
consideration for this Agreement
L. Complete Agreement. This agreement is the full and complete
agreement between the parties. There are no agreements or
understandings between the parties which are not contained herein.
M. Binding Effect. This Option Agreement shall inure to the benefit of,
and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. Stockholder
may not assign its rights or obligations hereunder without the prior
express written consent of LSI in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day and
year first above written.
LSI Communications, Inc. Stockholder
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxxxxxx
---------------------- ----------------------
Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx
President and Director
EXHIBIT C
OPTION AGREEMENT
This AGREEMENT IS made and entered into on this 15th day of June 1999, by
and between the Parties as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("LSI') is a public Nevada Corporation.
B. XXXXXX X. XXXXXXX ("Stockholder") is an individual.
C. Coaching Institute, Inc. ("Coaching Institute") is a private Utah
Corporation.
II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
A. Identification of Coaching Institute, Inc. Coaching Institute, Inc.
is a Utah Corporation, having its principal place of business in
Draper, Utah. The only class of stock of Coaching Institute, Inc. is
common stock.
B. Representations. Stockholder has made no representations to LSI
concerning the financial condition of Coaching Institute. Stockholder
has made no representations or warranties concerning the future value
of Coaching Institute stock, future earnings of Coaching Institute
stock, or any other representations concerning Coaching Institute,
except as are identified herein.
C. Stock Ownership. Stockholder is the owner of 42,500 shares of common
stock of Coaching Institute. Stockholder will not transfer or assign
any of such stock until expiration of this option agreement, except as
dictated in the Plan of Reorganization and Acquisition by which LSI
Communications, Inc. shall acquire Coaching Institute, Inc.
D. Option Grant to LSI. For a period of sixty days after January 1,
2001. Stockholder grants LSI an exclusive right to acquire the
remaining 6,375 shares of common stock of Coaching Institute,
representing all of those shares identified in paragraph ll.C. not
being part of the 85% exchanged in the Plan of Acquisition by which LSI
Communications, Inc. shall acquire Coaching Institute, Inc., above. The
acquisition price of the 6,375 shares shall be for 869,318 shares of
the common stock of LSI.
E. Construction. This agreement shall be liberally construed in favor
of granting an exclusive option upon the terms specified herein. In
furtherance thereof, this Agreement shall be construed in accordance
with the laws and statues of the State of Nevada, being the principal
place of business of LSI.
F. Advise to Seek Legal Counsel. Stockholder has sought and obtained
the advise of counsel prior to entering this Agreement or has been
strongly advised to obtain legal counsel concerning the advisability of
entering this Agreement. In entering this Agreement, Stockholder is not
relying upon any statements, representations, or opinions of: (a) any
attorneys or counsel for or of LSI or Coaching Institute; (1,) any
representatives, agents, officers, employees, or directors of LSI or
Coaching Institute; or (c) any person other thin his retained legal
attorney.
G. Notices. Notices to Stockholder shall be delivered to ______________
_______________________________________________________________________
Notices to LSI shall be delivered to: 000 Xxxx Xxxxxxxx Xxxx Xxxxx,
Xxxxxx, XX 00000. All notices shall be delivered by certified mail with
a return receipt requested, by overnight courier, or by facsimile. All
notices shall be complete upon delivery.
H. Cooperation. Stockholder agrees to fully cooperate with LSI in the
event that LSI elects to exercise any rights under this Agreement
Stockholder shall take no action which would obstruct the ability of
LSI to exercise its rights under this Agreement.
I. Procedure for Exercising Option. LSI may exercise its rights under
this Agreement by giving written notice to the Shareholder in the
manner specified in paragraph II. G., above. Such written notice shall
be in any reasonable form sufficient to notify Stockholder of the
exercising of the option. Full payment shall be due upon delivery of
any or all shares from Stockholder to LSI. Upon exercising of any
options, Stockholder shall arrange for delivery of existing shares, if
any, to LSI within five business days.
J. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder
shall be severable, valid, and effective as if such invalid, unlawful,
or unenforceable section or paragraph was not contained herein.
K. Consideration. In consideration of the Agreements contained herein,
LSI is providing the sum of One Hundred Dollars ($100.00) to
Stockholder. Stockholder accepts such amount as full and complete
consideration for this Agreement
L. Complete Agreement. This agreement is the full and complete
agreement between the parties. There are no agreements or
understandings between the parties which are not contained herein.
M. Binding Effect. This Option Agreement shall inure to the benefit of,
and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. Stockholder
may not assign its rights or obligations hereunder without the prior
express written consent of LSI in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day and
year first above written.
LSI Communications, Inc. Stockholder
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxxxx
---------------------- ---------------------
Xxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxx
President and Director
EXHIBIT D
OPTION AGREEMENT
This AGREEMENT IS made and entered into on this 15th day of June 1999, by
and between the Parties as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("ISP") is a public Nevada Corporation.
B. XXXX X. XXXXXXXXX ("Stockholder") is an individual.
C. Coaching Institute, Inc. ("Coaching Institute") is a private Utah
Corporation.
II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
A. Identification of Coaching Institute, Inc. Coaching Institute, Inc.
is a Utah Corporation, having its principal place of business in
Draper, Utah. The only class of stock of Coaching Institute, Inc. is
common stock.
B. Representations. Stockholder has made no representations to LSI
concerning the financial condition of Coaching Institute. Stockholder
has made no representations or warranties concerning the future value
of Coaching Institute stock, future earnings of Coaching Institute
stock, or any other representations concerning Coaching Institute,
except as are identified herein.
C. Stock Ownership. Stockholder is the owner of 7,000 shares of common
stock of Coaching Institute. Stockholder will not transfer or assign
any of such stock until expiration of this option agreement, except as
directed in the Plan of Reorganization and Acquisition by which LSI
Communications, Inc. shall acquire Coaching Institute, Inc.
D. Option Grant to LSI. For a period of sixty days after January 1,
2001. Stockholder grants LSI an exclusive right to acquire the
remaining 1,050 shares of common stock of Coaching Institute,
representing all of those shares identified in paragraph ILC. not being
part of the 85% exchanged in the Plan of Acquisition by which LSI
Communications, Inc. shall acquire Coaching Institute, Inc., above. The
acquisition price of the 1,050 shares shall be for 143,182 shares of
the common stock of LSI.
E. Construction. This agreement shall be liberally construed in favor
of granting an exclusive option upon the terms specified herein. In
furtherance thereof, this Agreement shall be construed in accordance
with the laws and statutes of the State of Nevada, being the principal
place of business of LSI.
F. Advise to Seek Legal Counsel. Stockholder has sought and obtained
the advise of counsel prior to entering this Agreement or has been
strongly advised to obtain legal counsel concerning the advisability of
entering this Agreement. In entering this Agreement, Stockholder is not
relying upon any statements, representations, or opinions of: (a) any
attorneys or counsel for or of LSI or Coaching Institute; (b) any
representatives, agents, officers, employees, or directors of LSI or
Coaching Institute; or (c) any person other than his retained legal
attorney.
Notices. Notices to Stockholder shall be delivered to _________________
_______________________________________________________________________
Notices to LSI shall be delivered to: 000 Xxxx Xxxxxxxx Xxxx Xxxxx,
Xxxxxx, XX 00000. All notices shall he delivered by certified mail with
a return receipt requested, by overnight courier, or by facsimile. All
notices shall be complete upon delivery.
H. Cooperation. Stockholder agrees to fully cooperate with LSI in the
event that LSI elects to exercise any rights under this Agreement
Stockholder shall take no action which would obstruct the ability of
LSI to exercise its rights under this Agreement
I. Procedure for Exercising Option. LSI may exercise its rights under
this Agreement by giving written notice to the Shareholder in the
manner specified in paragraph II.G., above. Such written notice shall
be in any reasonable form sufficient to notify Stockholder of the
exercising of the option. Full payment shall be due upon delivery of
any or all shares from stockholder to LSI. Upon exercising of any
options, Stockholder shall arrange for delivery of existing shares, if
any, to LSI within five business days.
J. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder
shall be severable, valid, and effective as if such invalid, unlawful,
or unenforceable section or paragraph was not contained herein.
K. Consideration. In consideration of the Agreements contained herein,
LSI is providing the sum of One Hundred Dollars ($100.00) to
Stockholder. Stockholder accepts such amount as full and complete
consideration for this Agreement.
L. Complete Agreement. This agreement is the full and complete
agreement between the parties. There are no agreements or
understandings between the parties which are not contained herein.
M. Binding Effect. This Option Agreement shall inure to the benefit of;
and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. Stockholder
may not assign its rights or obligations hereunder without the prior
express written consent of LSI in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day and
year first above written.
LSI Communications, Inc. Stockholder
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxxxxxx
---------------------- ---------------------
Xxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx
President and Director
EXHIBIT E
OPTION AGREEMENT
This AGREEMENT IS made and entered into on this 15~ day of June 1999, by
and between the Parties as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.
B. RICRARD XxXXXXXXXX ("Stockholder") is an individual.
C. Coaching Institute, Inc. ("Coaching Institute") is a private Utah
Corporation.
II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
A. Identification of Coaching Institute, Inc. Coaching Institute, Inc.
is a Utah Corporation, having its principal place of business in
Draper, Utah. The only class of stock of Coaching Institute, Inc. is
common stock.
B. Representations. Stockholder has made no representations to LSI
concerning the financial condition of Coaching Institute. Stockholder
has made no representations or warranties concerning the future value
of Coaching Institute stock, future earnings of Coaching Institute
stock, or any other representations concerning Coaching Institute,
except as are identified herein.
C. Stock Ownership. Stockholder is the owner of 6,000 shares of common
stock of Coaching Institute. Stockholder will not transfer or assign
any of such stock until expiration of this option agreement, except as
directed in the Plan of Reorganization and Acquisition by which LSI
Communications, Inc. shall acquire Coaching Institute, Inc.
D. Option Grant to LSI. For a period of sixty days after January 1,
2001. Stockholder grants LSI an exclusive right to acquire the
remaining 900 shares of common stock of Coaching Institute,
representing all of those shares identified in paragraph ILC. not being
part of the 83% exchanged in the Plan of Acquisition by which LSI
Communications, Inc. shall acquire Coaching Institute, Inc., above. The
acquisition price of the 900 shares shall be for 122,727 shares of the
common stock of LSL
E. Construction. This agreement shall be liberally construed in favor
of granting an exclusive option upon the terms specified herein. In
furtherance thereof, this Agreement shall be construed in accordance
with the laws and statues of the State of Nevada, being the principal
place of business of LSI.
F. Advise to Seek Legal Counsel. Stockholder has sought and obtained
the advise of counsel prior to entering this Agreement or has been
strongly advised to obtain legal counsel concerning the advisability of
entering this Agreement. In entering this Agreement, Stockholder is not
relying upon any statements, representations, or opinions of: (a) any
attorneys or counsel for or of LSI or Coaching Institute; (b) any
representatives, agents, officers, employees, or directors of LSI or
Coaching Institute; or (c) any person other than his retained legal
attorney.
G. Notices. Notices to Stockholder shall be delivered to ______________
_______________________________________________________________________
Notices to LSI shall be delivered to: 000 Xxxx Xxxxxxxx Xxxx Xxxxx,
Xxxxxx, XX 00000. All notices shall be delivered by certified mail with
a return receipt requested, by overnight courier; or by facsimile. All
notices shall be complete upon delivery
H. Cooperation. Stockholder agrees to fully cooperate with LSI in the
event that LSI elects to exercise any rights under this Agreement.
Stockholder shall take no action which would obstruct the ability of
LSI to exercise its rights under this Agreement.
I. Procedure for Exercising Option. LSI may exercise its rights under
this Agreement by giving written notice to the Shareholder in the
manner specified in paragraph IIG., above. Such written notice shall be
in any reasonable form sufficient to notify Stockholder of the
exercising of the option. Full payment shall be due upon delivery of
any or all shares from Stockholder to LSI. Upon exercising of any
options, Stockholder shall arrange for delivery of existing shares, if
any, to LSI within five business days.
J. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder
shall be severable, valid, and effective as if such invalid, unlawful,
or unenforceable section or paragraph was not contained herein.
K. Consideration. In consideration of the Agreements contained herein,
LSI is providing the sum of One Hundred Dollars ($100.00) to
Stockholder. Stockholder accepts such amount as full and complete
consideration for this Agreement.
L. Complete Agreement. This agreement is the full and complete
agreement between the parties. There are no agreements or
understandings between the parties which are not contained herein.
M. Binding Effect. This Option Agreement shall inure to the benefit of;
and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. Stockholder
may not assign its rights or obligations hereunder without the prior
express written consent of LSI in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day and
year first above written.
LSI Communications, Inc. Stockholder
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxxxx XxXxxxxxxx
---------------------- ----------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx XxXxxxxxxx
President and Director
EXHIBIT F
OPTION AGREEMENT
This AGREEMENT IS made and entered into on this l5th day of June 1999, by
and between the Parties as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.
B. XXXXX X. XXXXXXXX ("Stockholder") is an individual.
C. Coaching Institute, Inc. ("Coaching Institute") is a private Utah
Corporation.
II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
A. Identification of Coaching Institute, Inc. Coaching Institute, Inc.
is a Utah Corporation, haying its principal place of business in
Draper; Utah The only class of stock of Coaching Institute, Inc. is
common stock.
B. Representations. Stockholder has made no representations to LSI
concerning the financial condition of Coaching Institute. Stockholder
has made no representations or warranties concerning the future value
of Coaching Institute stock, future earnings of Coaching Institute
stock, or any other representations concerning Coaching Institute
except as are identified herein.
C. Stock Ownership. Stockholder is the owner of 2,000 shares of common
stock of Coaching Institute. Stockholder will not transfer or assign
any of such stock until expiration of this option agreement, except as
directed in the Plan of Reorganization and Acquisition by which LSI
Communications, Inc. shall acquire Coaching Institute, Inc.
D. Option Grant to LSI. For a period of sixty days alter January 1,
2001. Stockholder grants LSI an exclusive right to acquire the
remaining 300 shares of common stock of Coaching Institute,
representing all of those shares identified in paragraph II.C. not
being part of the 8% exchanged in the Plan of Acquisition by which LSI
Communications, Inc. shall acquire Coaching Institute Inc., above. The
acquisition price of the 300 shares shall be for 40,909 shares of the
common stock of LSI.
E. Construction. This agreement shall be liberally construed in favor
of granting an exclusive option upon the terms specified herein. In
furtherance thereof, this Agreement shall be construed in accordance
with the laws and statues of the State of Nevada, being the principal
place of business of LSI.
F. Advise to Seek Legal Counsel. Stockholder has sought and obtained
the advise of counsel prior to entering this Agreement or has been
strongly advised to obtain legal counsel concerning the advisability of
entering this Agreement. In entering this Agreement, Stockholder is not
relying upon any statements, representations, or opinions of: (a) any
attorneys or counsel for or of LSI or Coaching Institute; (b) any
representatives, agents, officers, employees, or directors of LSI or
Coaching Institute; or (c) any person other than his retained legal
attorney.
G. Notices. Notices to Stockholder shall be delivered to ______________
_______________________________________________________________________
Notices to LSI shall be delivered to: 000 Xxxx Xxxxxxxx Xxxx Xxxxx,
Xxxxxx, XX 00000. All notices shall be delivered by certified mail with
a return receipt requested, by overnight courier, or by facsimile. All
notices shall be complete upon delivery.
H. Cooperation. Stockholder agrees to fully cooperate with LSI in the
event that LSI elects to exercise any rights under this Agreement
Stockholder shall take no action which would obstruct the ability of
LSI to exercise its rights under this Agreement
I. Procedure for Exercising Option. LSI may exercise its rights under
this Agreement by giving written notice to the Shareholder in the
manner specified in paragraph II.G., above. Such written notice shall
be in any reasonable form sufficient to notify Stockholder of the
exercising of the option. Full payment shall he due upon delivery of
any or all shares from Stockholder to LSI. Upon exercising of any
options, Stockholder shall arrange for delivery of existing shares, if
any, to LSI within five business days.
J. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder
shall be severable, valid, and effective as if such invalid, unlawful,
or unenforceable section or paragraph was not contained herein.
K. Consideration. In consideration of the Agreements contained herein,
LSI is providing the sum of One Hundred Dollars ($100.00) to
Stockholder. Stockholder accepts such amount as full and complete
consideration for this Agreement
L. Complete Agreement. This agreement is the full and complete
agreement between the parties. There are no agreements or
understandings between the parties which are not contained herein.
M. Binding Effect. This Option Agreement shall inure to the benefit of;
and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. Stockholder
may not assign its rights or obligations hereunder without the prior
express written consent of LSI in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day and
year first above written.
LSI Communications, Inc. Stockholder
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxxxx XxXxxxxxxx
---------------------- ----------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx XxXxxxxxxx
President and Director
