EXHIBIT 2.2
AMENDMENT TO REORGANIZATION PLAN AND AGREEMENT
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WHEREAS: The parties hereto have entered into a PLAN AND AGREEMENT dated
as of December 31, 2000 by and among Innovation International, Inc., a Delaware
corporation ("INNO"), Hosp-Italia Industries, Inc., a Nevada corporation
organized by INNO ("USIT"), Hospitalia S.r.l, a corporation limited by quotas
organized under the Italian Civil Code 2,472 through 2,500 ("ITALIA") and Xxxxxx
Xxxxxxxxx, the Majority shareholder of ITALIA ("XXXXXXXXX" or "the OWNERS"); and
WHEREAS: the closing of the transactions contemplated by that agreement was
held on March 23, 2001, at which time Italia owned directly and indirectly
interests in Days Master equal to 32.5% of that company, which had become the
principal operating asset of the parties; and
WHEREAS: ITALIA has acquired the remaining 67.5% of Days Master from the
owners thereof increasing its interest in Days Master to 100% and the
representations and agreements respectively set forth in Article 4 and Articles
1 and 2 of said agreement have changed; and
WHEREAS: the parties executing this amendment have agreed that the said
articles shall be and hereby are amended to reflect the changes described below:
4. REPRESENTATIONS OF ITALIA AND THE OWNERS. ITALIA and the OWNERS identified
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herein jointly and severally represent and warrant to INNO and USIT as
follows:
(a) Organization. ITALIA is duly organized and validly exists as a business
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corporation under the laws of Italy as described herein. ITALIA's properties
shall include a 54.5 % interest in the Italian company known as ABC Alliance
S.r.l ("ABC") in which ITALIA and/or XXXXXXXXX have the power of control. As
of the date hereof ITALIA has a 100% interest in the Italian company known as
Days Master Italia S.p.a. ("Days Master"). As of the date hereof, Days Master
holds the exclusive rights to operate hotels in Italy, Vatican City and the
Republic of San Marino under the Days Inn trademarks. Days Master's principal
asset is the license agreement with Cendant Global Services, B.V. for this
franchise. ITALIA and ABC and Days Master have the legal power and authority
to own, operate and
lease their respective properties and assets and to carry on their businesses
as now conducted or in accordance with their business plans, and they are duly
qualified to do business wherever the nature and location of their businesses
and assets requires such qualification.
1. ACQUISITION OF ITALIA BY USIT and DISTRIBUTION TO INNO SHAREHOLDERS. USIT
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shall issue and deliver to the OWNERS the consideration described in Article 2
below in exchange for 98% of the stock in ITALIA owned by them; whereupon
ITALIA shall then have become a 98% subsidiary of USIT.
Upon the effectiveness of a registration statement on Form SB-2 filed with the
United States Securities and Exchange Commission pursuant to the Securities
Act of 1933, USIT, in consideration of INNO's surrendering all its interest in
USIT, USIT shall distribute to the shareholders of INNO 2,483,728 shares of
USIT $0.001 par value Common Stock and Warrants to purchase up to an
additional 2,483,728 shares of USIT $0.001 par value Common Stock.
Distribution of Shares and Warrants will be to INNO shareholders on a pro rata
basis to their existing ownership of INNO Common Stock. The distribution to
INNO shareholders shall not be delayed or postponed except to accommodate the
preparation and filing of the registration statement described above and the
period required for it to become effective. Nothing contained in this
Agreement or elsewhere shall diminish the obligations of INNO and USIT to
complete the distribution of Shares and Warrants as herein provided.
2. CONSIDERATION. In consideration of the acquisition of ITALIA at a time
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when it held 32.5% of Days Master, USIT has already issued and delivered
an aggregate of nine million (9,000,000) shares of its common stock to
XXXXXXXXX and/or members of his family. In consideration of the increased
value of ITALIA to USIT represented by the increase in ITALIA's ownership
of Days Master, USIT shall issue and deliver an additional thirteen
million three hundred fifty three thousand five hundred forty eight
(13,353,548) shares of its common stock to the OWNERS from whom ITALIA has
acquired 67.5% of the stock of Days Master. The names and number of shares
to be issued are reflected in Schedule A hereto.
IN WITNESS WHEREOF, the parties have executed this Amended Agreement on
this 31st day of July 2001.
INNOVATION INTERNATIONAL, INC.
Attest:
/s/ Xxx X. Xxxxxx /S/ Xxxxx X.Xxxxxx
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Secretary Xxxxx X. Xxxxxx, President
HOSP - ITALIA INDUSTRIES, INC.
Attest:
/S/ Xxx X. Xxxxxx /S/ Xxxxx X. Xxxxxx
______________________ ___________________________
Asst. Secretary Xxxxx X. Xxxxxx, Vice
President
XXXXXX XXXXXXXXX
/S/ Xxxxxx Xxxxxxxxx
______________________ Witness:___________________
HOSPITALIA s.r.I
/S/ Graziella Bortolazzi, Sole Director
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Attest:
_________________________
Secretary
THE OWNERS.
By their agent and representative:
/S/ Xxxxxx Xxxxxxxxx
