EXHIBIT 10.7 REORGANIZATION OF T2 LOGIC
PLAN OF REORGANIZATION
This plan of reorganization is made and entered into as of this 20th day of
March, 1998 by and between T2 Logic Corporation a Nevada Corporation herein
after referred to as "T2" and Xxxxxxxx Industries, Inc. a Wyoming Corporation
herein after referred to as "Xxxxxxxx".
RECITALS
A. T2 is a public Nevada corporation in good standing in said state with One
Hundred Million (100,000,000) shares of $.001 par value authorized and
3,256,600 shares outstanding.
X. Xxxxxxxx is a Wyoming Corporation in good standing in said state engaged in
the telecommunications business. Xxxxxxxx owns 98% of AirTel USA, a Vietnamese
telecommunications project and 70% of Saigon ETMC, a Vietnamese manufacturing
joint venture.
C. T2 is desirous of acquiring Xxxxxxxx.
D. The parties believe it can be in their mutual best interest for T2 to
acquire One Hundred percent (100%) of the common stock of Xxxxxxxx in exchange
for common stock of T2.
E. The parties desire the transaction to qualify as tax free, stock for stock
reorganization pursuant to Internal Revenue Code 386(a)(1)(B), 1986 as amended.
F. The parties desire to formalize their Agreement and Plan of Reorganization.
NOW THEREFORE IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS SET FORTH
HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. Plan and Reorganization: The parties hereby adopt a plan of Reorganization
whereby T2 will acquire One Hundred percent (100%) of the outstanding common
stock of Xxxxxxxx, pursuant to the terms and conditions set forth hereunder.
The parties further acknowledge that it is their intent that such
reorganization qualify as tax free reorganization pursuant to applicable
sections of the Internal Revenue Code of 1986 as amended. Both parties
however, will seek their own tax counsel.
2. Exchange: T2 hereby agrees to transfer to the shareholders of Xxxxxxxx
Fifty Million (50,000,000) shares of authorized but unissued common stock in
exchange for One Hundred percent (100%) of the common stock of Xxxxxxxx. Said
issuance will be made contemporaneously with the receipt of the Xxxxxxxx
shares.
3. Business purpose: The parties acknowledge that the purpose of the
reorganization is to expand the business of T2 into the telecommunications
industry and to take advantage of the opportunity that now exist within the
telecommunications business.
4. Exempt Transaction: All parties acknowledge and agree that any transfer of
securities pursuant to this Agreement will constitute an exempt, isolated
transaction and that the securities received in such transfer or exchange shall
not be registered under federal or state securities law.
5. Transfer of Securities: All parties agree that the common stock of T2
received by Xxxxxxxx shall be distributed directly to the shareholders of
Xxxxxxxx. The parties acknowledge that said shareholders have approved the
terms and conditions of this Plan of Reorganization and exchange and
distribution of the T2 stock.
6. Unregistered Securities: Xxxxxxxx is aware and acknowledge that the shares
of T2 to be transferred to Xxxxxxxx will be unregistered securities and may not
be transferred by the holders thereof unless subsequently registered or an
exemption from registration is available.
7. Default: In the event that either Party defaults in performing any of its
duties or obligations under this agreement, the Party responsible for such
default shall pay all costs incurred by the costs of the court and reasonable
attorney's fees, whether incurred through legal action or otherwise and whether
incurred before or after judgement.
8. Notices: Any notices or correspondence required or permitted to be given
under this Agreement may be given personally to an individual party or to an
officer or registered agent of a corporate party or to an officer or registered
agent of a corporate party or may be given to depositing such notice or
correspondence in the U.S. mail, postage prepaid, certified or registered,
return receipt requested, addressed to the parties at the following address:
T2 Logic Corporation
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Xxxxxxxx Industries, Inc.
0000 Xxxxxxxx, Xxxxx X-000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Any notice given by mail shall be deemed to be delivered on the date such
notice is deposited in the U.S. mail. Any Party may change it's address by
given written notice to the other party as provided above.
9. Binding: This Agreement shall be binding upon the parties hereto and upon
their respective heirs, representatives, successors, and assignees.
10. Governing Law: This Agreement shall be governed by and constructed under
the laws of the State of Nevada.
11. Authority: The officers executing this Agreement on behalf of corporate
parties represent that they have been authorized to execute this Agreement
pursuant to resolutions of their respective corporations.
12. This agreement may be signed in counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first written above.
T2 LOGIC CORPORATION
/S/XXX X. XXXX
XXX X. XXXX
President, Secretary & Director
XXXXXXXX INDUSTRIES, INC.
/s/XXXXX X. XXX
XXXXX X. XXX
CEO & Director
