EXHIBIT 4
REORGANIZATION AGREEMENT
This Reorganization Agreement is made and entered into this
31st day of December, 2001, between and among Alpha Generation, Inc.,
a Texas corporation, which is refereed to hereing as the "Company",
Trinidad corporation, a Colorado corporation, which is referred to
herein as Trinidad, and the persons identified in Exhibit A attached
hereto, who are the beneficial owners of 100% of the issued and
outstanding equity securites of "Trinidad (the "Shareholders").
WHEREAS, the Shareholders own, and have the unrestricted
right to sell, Transfer and convey, one hundred (100%) of the issued
and outstanding Stock of Trinidad, and
WHEREAS, the company wishes to acquare one hundred percent (100%)
of the issued and outstanding stock of Trinidad in exchange for authorized
but unissued shares of Common Stock of the Company, and
WHEREAS, the Shareholders of the Company have previously
approved, subject only to the closing of the Reorganization Agreement,
a one for one issuance of Company Shares whih has positioned the
Company to complete the transactions contemplated by this Agreement, and
WHEREAS, the Shareholders have agreed to contribute one hundred
percent of the issued and outstanding stock of Trinidad Corporation to the
Company in exchange for authorized but unissued Common Stock of the
Company, and
WHEREAS, the Company and the shareholders wish to formalize the
above mentioned Agreement and thereafter accomplish such exchange on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter set forth, the parties hereto have agreed and by
these presents do hereby agere as follows:
1. REPRESENATIONS AND WARRANTIES BY THE SHAREHOLDERS AND TRINIDAD.
We hereby jointly and severally make the following express
Representations and Warranties to the Company:
A) TRINIDAD is a corporation duly organized under the laws of the
State of Colorado, has the corporate power to own its property and
carry on its business in the State of Colorado. Certified copies
of Trinidad's Certificate of Incorporation and By-laws have
heretofore been furnished to the Company by Trinidad and for
the Shareholders, and all such copies are true, complete and
correct copies of the Original Certificate of Incorporation and
By-laws, including all amendments thereto.
B) Trinidad has the complete authority to issue a total of
100,000,000 Shares of No-Par common Stock, of which 6,420,473
shares have been validly issued, are now outstanding and are held
of record by the Shareholders identified in Exhibit A, Schedule A-1.
C) The Shareholders will have full power and authority to exchange
the 6,420,473 shares of Common Stock whicha re held by them upon the
terms and conditions provided for in this Agreement, and said shares
will have been duly and validly issued and free and clear of any lien
or any other encumbrance on the Closing Date specified herein.
D) The unaudited November 1, 2001, Financial Statements of Trinidad
which have been compiled by Xxxxx Xxxxxx, CPA, and are attached as
an Exhibit hereto, constitute substantially true and correct statements
of the financial condition of Trinidad's Assets and Liabilities as of
such date. Except as described in the notes to such financial statements,
Trinidad has not:
1)issued any additional shares of its capital stock, or any options to
acquire such stock, to any person
2)paid or declared any dividens or distribution of capital, surplus, or
profits with respect to any of it issued and outstanding capital stock,
3)paid or agreed to pay any consideration is redemption of any of its
issued and outstanding shares of capital stock,
4)entered into any other transaction or agreements which would, or
might materially impair the shareholders equity of Trinidad reflected
in such financial statements.
E) Since November 1, 2001, Trinidad has not engaged in any material
transactions other than transactions in the normal course of its business
which would, or might, materially impair the shareholders equity of
Trinidad as reflected in the financial statements herein attached.
F) Trinidad is not involved in any pending or threatened litigation
which would or might materially affect its financial condition, and
which has not been:
1)provided for in the financial statements attached as an exhibit,
2)disclosed to the Company in writing.
G) Trinidad has good and marketable title to all the property and assets
shown in its balance sheet free and clear of any and all liens,
encumbrances, or restrictions, except for:
1)the liens, encumbrances, and restrictions set forth in its balance
sheet and the notes thereto,
2)taxes and assessments which may become due and payable after the
date of this Agreement, and
3)easements or other minor restrictions with respect to its property
which do not materially affect the present use of such property.
H) There are no unpaid assessments or proposed assessments of Federal
Income taxes pending against Trinidad. All liabilites for Federal and
State income or franchise taxes, as shown on the tax returns filed or
to be filed by Trinidad have been paid or the liability therefore has
been provided for in the attached balance sheet, and all Federal and
State income or franchise taxes for periods subsequent to the periods
covered by said returns likewise have been paid or adequately accrued.
I) Trinidad and the Shareholders further represent and warrant that all
of the representations and waranties set forth above are true as of the
date of this Agreement, shall be true at the Closing Date, and shall
survive the closing for a period of six(6) months from the Closing Date,
except to the warranties and representations set forth in subsection (e)
hereof which shall survive for a period of three (3) years from the
Closing Date.
2)REPRESENTATIONS AND WARRANTIES BY THE COMPANY
The Company hereby makes the following express representations and
warranties to Trinidad and its shareholders:
a)The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Texas, and has the
corporate power to own its properties and carry on its business
as is now being conducted. Certified copies of the Company's
Certificate of Incorporation and By-Laws have heretofore been
furnished to Trinidad and/or the shareholders of the company, and
all such copies are true, and correct, and complete copies of the
original Certificate of Incorporation and By-Laws including all
amendments Thereto.
b)The Company has the corporate authority to issue a total of
50,000,000 shares of no-par value Common Stok, of which 6,420,473
shares are presently issued and outstanding. The beneficial owners
of such shares, as reflected on the records of the Company, are
identified in Exhibit D to this Agreement.
c)The unaudited November 1, 2001 Balance Sheet of the Company which
is attached hereto as Exhibit E, constitutes a substantially true
and correct statement of the financial condition of the Company
and the Company's assets, liabilities, and income of such date.
Since the date of such Balance Sheet, the Company has not
(1) issued any addiitional shares of its Common Stock, or any
options to acquire such stock, to any person.
(2) paid or declared any dividends or distributions of capital,
surplus, or profits, with respect to any of its issued and
outstanding shares of Common Stock,
(3) paid or agreed to pay any consideration in redemption of any
of its issued and outstanding shares of Common Stock, or
(4) entered into any other transaction or agreement which would,
or might, impair the sahreholder's equity of the Company as
reflected in such Balance Sheet.
d)The Company has the corporate power and authority to execute and
perform all of its duties and obligations under the terms of this
Agreement and to issue and deliver to the Shareholders, the
shares of Common Stock that are required to be issued and delivered
under the terms of the Agreement.
e)The execution and delivery of this Agreement and the issuance of
Common Stock required to be issued hereunder will have been duly
authorized by all necessary corporate action, and neither the
execution nor delivery of this Agreement nor the issuance of
Common Stock, nor the performance, observance, nor compliance
with the terms and provisions of the Agreement will violate any
provision of law, any order of any court, or other governmental
agency, the Certificate of Incorporation or By-Laws of the Company
or any indenture agreement or other instrument to which the
Company is a party, or by which it is bound, or by which any of
its property is bound.
f)The Company is not i nvolved in any pending or threatened litigation
which would, or might materially affect its financial condition and
which has not been
(1) provided for in the financial statements attached hereto as
Exhibit E, or
(2) disclosed to the Trinidad shareholders in writing
g)There are not unpaid assessments or proposed assessments of
Federal income taxes pending againt the Company. All liabilities
for Federal and State income or franchise taxes as shown on the
Tax Returns filed, or to be filed, by the Company, have been paid
or the liability therefore has been provided for in the attached
Balance Sheet and all Federal and State income or franchise taxes
for periods subsequent to the periods covered by said returns
likewise have been paid or adequately accrued.
h)The shares of Common Stock which will be delivered to the Shareholders
pursuant to the terms and conditions of this Agreement will, on
delivery in accordance witht he terms thereof, be duly authorized,
validly issued and fully paid and non-assissible.
The Company further represents and warrants that all of the
representations and warranties set forth above are ture as of the
date of this Agreement, shall be true at the Closing Date, and shall
survive the closing for a period of six(6)months from the Closing Date.
3. CONDITIONS TO THE OBLIGATIONS OF THE COMPANY
The obligations of the Company shall be subject to the following Conditions:
a) The Company shall not have discovered any material error,
misstatement, or omission in ay of the representations and
warranties made by Trinidad or the Shareholders herein and
all of the terms and conditions of this Agreement to be
performed and complied with have been performed and complied with.
b) there shall have been no substantial adverse changes in the financial
condition, business or operations of Trinidad from November 1, 2001
until the closing date, except for changes resulting from operations
in the usual and ordinary course of the business, and between such
dates no business and assets of the Company shall have been
materially adversely affected as the result of any fire, explosion
earthquake, flood, accident, strike, lockout, combination of the
workmen, taking over any such assets by and governmental authorities,
riot, activities of the Armed Forces, or any Acts of God, or of the
public enemies.
c) There shall have been no substantial adverse changes in the financial
condition, busines or operations of the Company, except for changes
resulting from these operations in the usual ordinary course of the
business, and no business and assets of the Company shall have been
materially affected as the result of any fire, explosion, earthquake,
flood, accident, strike,lockout, combination of the workmen, taking
over of any such assets by governmental authorities, riot, activities
or armed forces, or Acts of God, or of the public enemies.
d) The Company shall have received the opinion of Xxxxxxx X. Xxxxxx,
Legal Counsel for Trinidad, to the affect that:
1) Trinidad is a corporationduly organized under the laws of Colorado
and has the power and authority to own its properties and to carry
on its business in the State of Colorado as of the Closing Date.
2) Trinidad's outstanding Common Stock is validly issued, fully paid,
and nonassessable, and
3) that this Agreement has been duly executed and delivered by Trinidad
and the Sahreholders and constitutes a legal and binding obligation
of the Shareholders enforceable in accordance with its terms.
CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS,
The obligations of the Shareholders hereunder are subject to the following
conditions:
a) The Shareholders shall not have discovered any material error or
mistatement in any of the representations and warranties made by
the Company herein and all the terms and conditions of this
Agreement to be performed and complied with by the Company have
been performed and complied with.
b) There shall have been no substantial adverse changes in the financial
condition, business or operations of the Company, Except for
changes resulting from those operations in the usual ordinary
course of business, and no business and assets of the Company shall
have been materially adversely affected as the result of any fire,
explosion, earthquake, flood, accident, xxxxxx, lockout,
combination of the workmen, taking over of any such assets by any
governmental agencies, riot, activities of armed forces, or
Acts of God, or of the public enemies.
c) The Sharehodlers shall have received the opinion of Xxxxxx Xxxxxxx,
legal counsel for the Company, to the effect that:
1)the Company is a Texas coporation, duly organized and validly
existing under the laws of the State of Texas and has the power
to own and operate its properties wherever the same shall be
located as of the Closing Date; the execution, delivery and
performance of this Agreement by the Company has been duly
authorized by all necessary corporate action and constitutes a
legal, valid and binding o bligation of the Company enforceable
in a ccordance with its terms:
2)the Common Stock which is to be delivered to the Shareholders
pursuant to the terms of this Agreement has been validly issued,
is fully paid and non-assessable.
4.CLOSING DATE
The final closing of this Agreement shall take place in Houston, Texas, on
the 31st. day of December, 2001, or at such other reasonable time and place
as the parties here shall agree.
0.XXXXXXXX OF SECURITIES,
subject to the terms and conditions set forth herein, and at the time of the
closing referred to in Section 4 hereof:
a) the Company will issue and delivery, or cause to be issued and
delivered to the Sahreholders identified in Schedules A-1 and
A-2 of Exhibit A, certificates evidencing the ownership of
6,420,473 shares of the authorized but unissued shares of the
Company's $0.001 par value Common Stock, and concurrently
therewith the Shareholders identified in Schedules A-1 and
A-2 of Exhibit A shall directly, or through their agent, deliver,
or cause to be delivered to the Company, certificates
evidencing the owndership of 6,420,473 shares of the issued and
outstanding capital stock of Trinidad, duly endorsed to the Company
and
b) the Company will issue and deliver, or cause to be issued and
delivered, to the Shareholders identified in Schedule A-3 of
Exhibit A, a total of 6,420.473 shares of the Company's
authorized but unissued shares of the Company's no-par value
Common stock, concurrently therewith the Shareholders
identified in Schedule A-3 of Exhibit A, shall directly,
or through their agent, deliver or cuase to be delivered to the
Company 6,420.473 shares of the capital stock of Trinidad,
endoresed to the Company.
6. ACTIONS AT THE CLOSING.
At the final closing of this Agreement, the Company and the Shareholders will
each deliver, or cause to be delivered to the other, the shares of stock to
be exchanged in accordance with Section 5 of this Agreement, and each party
shall pay any and all Federal and State taxes required to be paid in
connection with the issuance and delivery of their own securities. All
Stock certificates shall be in the name of the party to which the same are
deliverable. In addition to the above mentioned exchange of certificates,
the following transactionswill take place at the final closing.
The Company will deliver to the Shareholders and Trinidad:
A) Duly certified xxxxx of corporate resolutions and other corporate
proceedings taken by the Company to authorize the execution, delivery and
performance of this Agreement:
B) A certificate executed by a principal office of the Company, atteting to the
fact that all of the foregoing representations and warranies of the Company are
true and correct as of the Closing Date, and that all of the conditions and
obligations of the Shareholders which are to be performed by the Company have
been performed as of the Closing Date: and
C) The Shareholders of Trinidad will deliver to the Company
1)the opinion of Xxxxxxx X. Xxxxxx, Counsel for Trinidad, as provided
for in the Section 3(c) hereof:
2)A certificate by a Principal Officer of Trinidad that each of the
representations and warranties of the Shareholders and Trinidad
are true and correct as of the Closing Date, and tht all of the
conditions to the obligations of the Company which are to be
performed by Trinidad and the Shareholders have been Performed
as of the Closing Date:
3)CONDUCT OF BUSINESS, Between the date hereof and the Closing Date,
Trinidad will conduct the business in the same manner in which it has
heretofore been conducted and the Shareholders will net permit Trinidad
to enter into any Contract, other than the ordinary course of business
or delegate or make any distribution in the nature of a dividend
or return of capital to the Shareholders of Trinidad without first
obtaining written consent of the Company.
4) BOARD OF DIRECTORS. Immediately prior to the closing, the Board of
Directors of the Company shall have a meeting at which all of the
present Directors of the Company, shall resign, and they shall elect
as members of the Company's Board of Directors, in accordance with
the By-Laws of the Company, such individuals as the Directors of
Trinidad shall delegate to the Company in writing.
6) FUTURE REGISTRATION. The Shareholders understand that because the
common Stock has not been registered under the Act of any State,
that they must hold the Stock indefinitely, and cannot dispose
of any; or all of the Common STock unless such common Stock is
subsequently registered under the Act and any applicable State
Act, or exemptions from registration are available. The
Shareholders acknowledge and understand that they have no independent
right to acquire the Company to register the shares of Common Stock.
The Shareholders further understand that the company may, as a condition
to the transfer of any of the Common Stock, require that the request
for transfer be accompanied by an opinion of counsel, inform
and substance satisfactory to the Company, provided at such Shareholder's
expense, to the effect taht the proposed transfer does nto result in
violation of the Act of any applicable State Act, unless such transfer
is covered by an effective registration statement under the Act and is
in compliance with all applicable State Acts.
7) TRANSFERABILITY. All shares of the Common Stock which are issued to the
Shareholders pursuant to the terms of the Agreement shall be restricted
securities within the meaning of Regulation D of the Act. The Company
shall issue stop transfer instructions to the Transfer Agent for
its Common Stock with respect to the Stock and shall place the following
legend on the certificates representing such stock:
"The shares represented by this certificate have been acquired
pursuant to a transaction effected in reliance upon an exemption
under the securities Act of 1933, as amended (the Act) and have
not been the subject to a Registration Statement under the
Act or any state securities act. The securities may not be Sold
or otherwise transferred in the absence of such registration
or applicable Exemption therefrom under the Act or any applicable
state securities act.
8) ACCES TO INFORMAATION. Concurrently herewith, the Company has delivered
to the Sahreholders correct and complete copies of all documents and
records requested by the Shareholders. In Addition, the Shareholders
have had the opportunity to ask questions of, and receive answers from
officers and directors of the Company, and persons acting on its behalf
concerning the terms and conditions of the Agreement, and has received
sufficient information relating to the Company to enable them to make
an informed decision with respect to the acquisition of the Common Stock.
9) NO SOLICITATION. At no time were the Shareholders presented with or
solicited by any leaflet, public promotion meeting, circular,
newspaper or magazine article, radio or television advertisement
or any other form of general adertising in connection with its
acquisition of the Common Stock.
10) EXPENSES. The Sharehodlers, Trinidad and the Company shall each pay
their respective expenses incident to this Agreement and the
transactions contemplated hereby, including all fees of their
counsel and accountants, whether or not such transactions
shall be consummated: provided tath Trinidad may pay the
reasonable fees and expenses of the Shareholders Counsel and its
Accountants, the proposed transactions contemplated hereby, as
well as travel and Lodging expenses of the officers related to
the negotiation of the Agreement, up tp a maximum of $10,000.
The Shareholders shall pay all other fees and expenses incurred
by them or by Trinidad by reason of this Agreement and the proposed
transactions contemplated hereby.
11) FINDERS. The Shareholders and Trinidad shall indemnify and hold the
Company harmless against and with respect to all claims or brokerage or
other commissions relative to this agreement or the transactins contemplated
hereby, based in any agreements, arrangements, or understandings claimed to
have been made by the Company with any third party. The Company shall
indemnify and hold the Shareholders and Trinidad harmless against and with
respect to all claims for brokerage or other commissions relative to this
Agreement or the transactions contemplated hereby, baed in any agreements,
arrangements or understandings relative to this Agreement or the transactions
contemplated hereby, based in any agreements, understandings claimed to have
been made by the Company with any third party. Each party to this Agreement
represents and warrants to each other party that it has not dealt with and does
not know of any person, firm or corporation asserting a brokerage, finders',
or similar claim in connection with the negotiation of this Agreement or the
transactions contemplated hereby.
12) ATTORNEY'S FEES. In the event of anyt litigation among the parties related
to this Agreement, the prevailing party shall be entitles to reasonable
attorneys'fees and cost to be fixed by the court, said fees to include appeal
and collection of judgment.
a) This Agreement shall be controlled, construed and enforced in accordance
with the laws of the State of Texas
b) This Agreement shall not be assignalbe by either party without prior
written consent of the other.
c) All paragraph headings herein are inserted for convenience only. this
Agreement may be executed in several counterparts, each which shall
be deemed an original, which together shall consitute one and the
same instrument.
d) This Agreement sets forth the entire understanding between the parties.
There are not terms, conditions, warranties, or representations other
than those contained herein and no amendments hereto shall be valid
unless made in writing and signed by the parties hereto.
e) This Agreement shall be binding upon and shall inure to the benefit of the
heirs, executors, and assisgns of the Shareholders and Trinidad and
upon the heirs, assigns of the Company.
f) All notices, requests, instructions, or other documents to be given
hereunder shall be in writing and sent by Registered Mail.
IF TO THE SHAREHOLDERS OR TRINIDAD:
TRINIDAD CORPORAITON
0000 XXX XXXXXX, XXX. 000
XXXXXXX, XXXXX 00000
ATTN: XXXXXXX X. XXXXXX, ATTY AT LAW
IF TO THE COMPANY:
ALPHA GENERATION, INC.
1218 XXXXXX, STE, 2
XXXXXXX, XXXXX 00000
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
signed by:
/s/ _____________________
Xxxxxxx X. Little, III President signed by: /s/ ______________________
Trinidad Corporation Xxxxxxx X. Little III
Attorney in Fact
attest:
/s/_____________________________
M.A. Ecclestone, Secy-Treas.
Trinidad Corporation
SHAREHOLDERS IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO:
signed by:
/s/ ______________________________
Xxxxxx X. Xxxx, President
Alpha Generation, Inc.
attest:
/s/ ______________________
M.A. Ecclestone, Secretary
Alpha Generation, Inc.
