PLAN OF EXCHANGE AND ACQUISITION AGREEMENT
THROUGH AN EXCHANGE BY
TOP DOLLAR REALTY, INC.
OF ITS VOTING STOCK FOR
100% OF THE ISSUED AND OUTSTANDING SHARES OF
INDUSTRIA PORTUGUESE de PRODUCAO de LAREIRAS S.A.
TOP DOLLAR REALTY, INC., a Nevada corporation, hereinafter sometimes
called "TDR" and INDUSTRIA PORTUGUESE de PRODUCAO de LAREIRAS S.A., a Portugal
corporation hereinafter sometimes called "IPP" agree as follows:
ARTICLE 1.
PLAN OF EXCHANGE
Plan Adopted
Section 1.0.1
The Parties agree to adopt this Plan of Exchange through an exchange of stock
hereto pursuant to a tax free exchange according to the provisions of Section
368 of the Internal revenue Code of 1986 as amended, and other applicable
provisions as follows:
a) TOP DOLLAR REALTY, INC., agrees to change its corporate name to
"NORTHSTAR INDUSTRIES, INC."
b) IPP will exchange 7,300 A shares, which constitutes 100% of the issued
and outstanding shares of stock held by the beneficial owners of IPP to
TDR in exchange for 7,800,000 shares of investment common stock of TDR,
to be issued to the exchanging beneficial owner(s).
c) This Plan of Exchange and Acquisition Agreement will be executed by
those appointed with authority to do so at the earliest possible date,
but will be subject to the approval and ratification by a majority of
shareholders of record of TDR, or their assignees, which represent more
than 50% of the shares of TDR issued and outstanding entitled to vote
pursuant to Nevada State stature and the By-Laws of the corporation.
Such vote may be given by written consent of the shareholders of record
of their assignees, according to Nevada Revised Statutes.
d) Upon said ratification of this Agreement by a majority of TDR's
stockholders, the execution thereof, and the completion of other terms
and conditions of tis Agreement between the parties, and any other
agreements pertaining thereto, the current board of directors of TDR
will resign, and a new board of directors consisting of three (3) or
more nominees as nominated by IPP, will serve as directors, effective
February 17, 1996.
Closing Date
Section 1.0.2
Subject to the conditions precedent set forth herein to the obligation of the
parties to consummate the transaction, this Plan of Exchange and Acquisition
Agreement shall be effective upon ratification by a majority of shareholders,
being more than 50% and shall be effective as of February 16, 1996, for
purposes of simplifying and consolidating the financial statements of TDR.
ARTICLE II.
COVENANTS, REPRESENTATIONS AND WARRANTIES OF IPP
Section 2.0.1.
IPP is a corporation duly organized, validly existing and in good standing
under the laws of the country of Portugal and has the corporate power and is
duly authorized, qualified, franchised and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects,
as it is
now being conducted, including qualification to do business as a
foreign corporation in the states of which the character and location of the
assets owned by it or the nature of the business transacted by it requires
qualification and where failure to qualify would have a materially adverse
effect on IPP. The execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement, in accordance
with the terms hereof will not, violate any provision of IPP's articles of
Incorporation, its bylaws, or otherwise to authorize the execution and
delivery of this Agreement, except for obtaining the formal approval of the
IPP shareholder. Except for such approval, IPP has full power, authority and
legal right and has taken all action required by law, its Articles of
Incorporation, bylaws and otherwise to consummate the transactions herein
contemplated.
Financial Statements
Section 2.0.2
IPP will supply to TDR, at the effective date of the Acquisition, a certified
audited financial statement prepared according to Generally Acceptable
Accounting Principles (GAAP), which will represent the financial condition of
IPP on a consolidated basis (post merger) between TDR and IPP, which meet the
accounting and disclosure standard of Securities and Exchange Regulation SX,
applied on a consistent basis, which will present fairly the financial
position of TDR at the date of the financial consolidation.
Activities Since Balance Sheet Date
Section 2.0.3..
Except as previously disclosed to TDR, IPP has not:
a) Sold, exchanged, or otherwise disposed of any of its assets,
contract rights, or any interest therein except as disclosed in the
Letter of Intent between the parties.
b) Except in the ordinary course of business, entered into any
agreement or arrangement selling, exchanging, or otherwise
disposing of any of its assets or granting any preferential or
other right to purchase any of its assets or rights or requiring
the consent of any party to the transfer and assignment of such
assets and rights.
c) Discharged or satisfied any lien or encumbrance or paid any
obligation of liability, absolute or contingent, other than current
liabilities to be shown on its balance sheet, including non-current
liabilities so shown, which have become current by the passage of
time, and current liabilities incurred since that date in the
ordinary course of business.
d) Except current liabilities incurred or obligations under contracts
entered in the ordinary course of business, incurred or agreed to
incur any contractual obligation or liability, absolute or
contingent.
e) Issued any stock, bonds, or other corporate securities, or any
options with respect thereto.
d) Except in the ordinary course of business, waived any right of
claim having value.
e) Except to the extent consistent with past practice, granted any
increase in the compensation of, or paid any bonus to, any
employee, partner or principle.
f) Declared or paid any dividends, or made, or agreed to make, any
other distribution to any officer or shareholder.
g) Mortgaged or pledged or, except in the ordinary course of
business, subjected to lien, charge, or any other encumbrance or
its assets, tangible or intangible.
h) Entered into any transaction or transactions the effect of which,
considered as a whole, would be to cause its net ownership in any
of its properties to be materially less than it was at the date of
its Financial Statement, as previously disclosed.
i) Sold, assigned, or transferred any patents, copyrights or other
intangible assets.
j) Had any labour troubles other than routine grievance matters, none
of which is material.
k) Enter in any transaction other than in the ordinary course of
business.
Compliance with Laws and Regulations
Section 2.0.5.
The execution and carrying out of this Agreement and compliance with the
provisions thereof by IPP will not violate, with or without the giving of
notice or passage of time, any provision of law applicable to the TDR, and
will not conflict with, or result in the breach or termination of any
provision of, or constitute of default under, or result in the creation of any
lien, charge, or encumbrance upon any of the properties, pursuant to any
corporate charter. By-Laws, Indenture, mortgage, deed or trust, or other
agreements or instrument to which IPP is a party of by which IPP or any of its
properties may be bound.
Taxes
Section 2.0.6.
IPP hereby warrants that all federal, state, county and local taxes, other
than current "ad valorem" taxes if any, have been paid, and IPP has filed all
federal, state, county, and other local tax returns, which are required to be
filed.
Not in Default
Section 2.0.7.
IPP has not received any notice of default and, to the knowledge of any of its
shareholders or principles, is not in default under:
a) Any order, writ, injunction, or decree of any court or of any
commission or other administrative agency.
Litigation
Section 2.0.8.
There is no litigation, proceeding, or governmental investigation pending, or,
to the knowledge of any of the officers or directors of TDR, threatened,
affecting TDR or any of its properties, or its rights to execute this
Agreement or to perform its obligations hereunder, nor do any of such officers
or directors know of any ground for which litigation, proceeding, or
investigation.
Insurance
Section 2.0.9.
IPP now has in force liability and other insurance with respect to its
business, properties, products, the reinsurance of mortgages, etc., and expect
in accordance with written approval of TDR pending the closeing date, will not
change, increase or decrease any such insurance.
Character of Statements
Section 2.10.
The Information provided by IPP and its officers and directors to TDR pursuant
to this Agreement for use in any financial statement, proxy statement or
listing or rating application, does not and will not contain any statement,
which at the time and in the light of the circumstances under which it is
made, is false or misleading with respect to any material fact, and does not
and will not omit to state any material fact in order to make the statements
therein not false and misleading.
ARTICLE III
Reserved
ARTICLE IV
COVENANTS, REPRESENTATIONS AND WARRANTIES OF TDR
Legal Status
Section 4.0.1.
TDR is a corporation duly organized under the laws of the State of Nevada with
corporate power to own property and carry on its business as it is now being
conducted. TDR represents that it is in good standing in its State of domicile
and that TDR will be responsible for any tax liabilities or penalties due or
incurred by TDR prior to the closing of this transaction on or before February
16,1996 (the effective date, subject to shareholder ratification) and as a
result will warrant to IPP that it will be in compliance with the laws
applicable to its business:
a) FEDERAL TAXES.
TDR has not filed any federal Income tax returns for a number of
years inasmuch as TDR has either had no activity or income to
report, and has incurred losses from time to time. If it is
determined that it is necessary for TDR to file such returns then
it will
do so.
(b) STATE TAXES AND FRANCHISE FEES.
TDR has paid all corporate franchise fees due to the State of
Nevada through 1996 in order to remain in good standing.
Capitalization and Outstanding Shares
Section 4.0.2.
TDR currently has an authorized capital stock of 50,000,000 shares of single
class common stock of S.01 par value. As of the date of this Agreement
2.000,000 shares of common stock are validly issued and outstanding, fully
paid and non-assessable. The shareholders of TDR are not entitled to
cumulative voting in the election of directors.
Financial Statements
Section 4.0.3.
TDR has supplied to IPP. a certified financial statement. which was completed
in accordance with GAAP reflecting no assets and no known or asserted
liabilities, encompassing the periods December 31,1993, 1994 and through
September 25, 1995 and represents that there have been no substantial changes
to its financial statements since that date inasmuch as IPP board of directors
will be in control of TDR subsequent to the acquisition, it will be TDR's
board as now constituted who will have the responsibility to provide a
consolidated audited financial statement post merger of TDR and IPP in
accordance with GAAP within 90 days after closing.
Activities Since Balance Sheet Date
Section 4.0.4.
Except as previously disclosed to IPP, TDR has not:
(a) Suffered any change In the operations of its business.
(b) Except in the ordinary course of business, sold, exchanged, or
otherwise disposed of, or enter any agreement or arrangement to
sell, exchange, or otherwise dispose of, any asset, rights or any
interest therein, and TDR is not a party to or bound by any
outstanding option, warrant, right, call, commitment or other
agreement or obligation to sell, issue, buy or otherwise dispose
of or acquire any shares of its capital stock or other securities.
Litigation and Indemnification
Section 4.0.5.
There are no actions or proceedings pending, or to the knowledge of TDR,
threatened against, by, or affecting the TDR in any court or before any
governmental agency, domestic or foreign, which, if decided adversely to the
TDR, would materially and adversely affect the condition or operations,
financial or otherwise of TDR, and TDR's current Board of Directors as now
constituted will agree by this agreement, to indemnify IPP and IPP's
shareholders against any litigation or asserted or contingent liability, which
may arise as a result of TDR's corporate activities prior to July 25, 1995.
Status of Shares Deliverable
Section 4.0.6.
The shams of stock of TDR deliverable to IPP or IPP's assignees pursuant to
this Agreement, when issued and delivered as provided in this Agreement, will
be validly issued and outstanding shares of TDR, fully paid and non-
assessable, according to class, series and issue and privilege relating to the
same. Such shares if unregistered when deliverable will be restricted shares
under rule 144 of the Securities Act of 1933. and bear a restrictive legend
reflecting the same.
Approval Of Board
Section 4.0.7.
(a) The Board of Directors of TDR, has duly approved the transactions
contemplated hereby and has authorized the execution and delivery
of this Agreement by TDR, and the performance by TDR subject to
ratification of a majority of shareholders, by written consent.
(b) TDR has no knowledge that either the execution or delivery of this
Agreement or the consummation of the transactions contemplated
hereby or compliance with any of the provision hereof will
conflict with, result in a breach of any provision of, or
constitute a default (or an event, which with notice or lapse of
time or both, would constitute a default) under, or result in the
creation of any lien, security interest, charge or encumbrance
upon any terms, conditions or provisions of TDR's Articles of
Incorporation, or under any agreement, other instrument or
obligation.
(c) Except as disclosed in this Agreement and the Exhibit thereto, TDR
does not know of any
i) default (or event, which with notice or lapse of time or
both, would constitute a default) under any contract, note,
mortgage, loan agreement, lease, instrument or commitment,
whether written or oral, to which TDR is a party to or, which
it is subject or under any governmental license or permit or
ii) breach of any provisions of its Articles of Incorporation.
ARTICLE V.
CONDUCT OF BUSINESS OF IPP PENDING CLOSING
Preservation of and Access to
Information and Documents
Section 5.0.1. IPP will:
(a) Use its best efforts to perform all its obligations under
contracts relating to or affecting its assets and shareholder
equity.
(b) Exercise all due diligence in safeguarding and maintaining its
assets, reports and data, in its possession and relating to
contracts, rights and current negotiations pertaining to the same.
(c) Confer with TDR regarding all significant developments and
transactions relating to its business and give to TDR full access
at any time to all properties, books, tax returns, partnership
agreements, contracts, and documents of TDR
(d) Permit TDR and its representatives to examine such agreements and
records as they relate to the TDR's business as TDR may request.
Submission to Shareholders and Principles
Section 5.0.2.
IPP will submit to its stockholders, partners or principles, for their
approval, this Agreement and the assignment and plan of distribution
contemplated by Section 1.0.1 hereof. IPP shall use its best efforts to cause
the approval of the same and to adopt this Agreement and said plan of
distribution.
Satisfy Conditions Precedent
Section 5.0.3.
IPP will use its best efforts to cause the satisfaction of all conditions
precedent contained in this Agreement.
ARTICLE VI.
CONDUCT OF BUSINESS OF TDR PENDING CLOSlNG
Carry On Business As Usual
Section 6.0.1.
TDR will carry on business as usual until such time as this agreement is
executed, then upon the consummation of the Plan of Exchange and ratification
by a majority of shareholders of TDR, TDR will operate the business of IPP as
described Article II, Section 2.0.2., herein.
Satisfy Conditions Precedent
Section 6.0.2.
Except with the prior written consent of IPP, TDR will not declare or
pay any dividend, or declare or make any other distribution to tis
shareholders.
ARTICLE VII.
CONSUMMATION OF TRANSACTION
Consideration of IPP & TDR
Section 7.0.1.
The consideration between IPP and TDR, TDR as described herein, will be
delivered by an exchange of stock between the parties as described in Article
I, Section 1.0.1. in exchange for TDRs interests upon such conveyance. the
execution of this agreement. and completions of the exchange as herein
contemplated.
(a) TDR shall not assume nor be responsible for any of the following
items:
i) Fees, costs and expenses incurred by IPP In carrying out the
Plan of Exchange and Acquisition Agreement.
ii) Any liability of IPP to its shareholiders or principles
whether or not arising from this Plan of Exchange and
Acquisition Agreement.
iii) Any taxes imposed upon IPP by reason of the Plan Of Exchange
and Acquisition Agreement.
iv) Any liability or obligation of IPP with respect to taxes,
assessments, or other governmental charge for periods prior
to February 16, 1996, or any other liability not agreed to be
assumed by TDR by previous written agreement.
Delivery of Shares to TDR
Section 7.0.3.
(a) Promptly after the closing date, TDR shall proceed with due
diligence to deliver the shares of common stock of TDR to IPP or
assignees:
(b) IPP shall proceed promptly after the closing date to prepare and
file all Income tax returns and reports required under applicable
law, state or federal, if not already completed, covering all
periods prior to the closing date for which tax returns and
reports have not previously been filed, if required.
ARTICLE VIII.
INTERPRETATION AND ENFORCEMENT
Indemnification
Section 8.0.1.
(a) Each party hereto agrees to protect, defend, indemnity and hold
harmless the other party, its successors and assigns, against and
in respect of an loss, damage, or expense by any breach by such
indemnifying party of any of its representations, warranties,
covenants, or agreements contained herein.
(b) IPP expressly agrees to indemnify and hold harmless the TDR from
any loss, damage, or expenses, including reasonable counsel fees
sustained or incurred by TDR by reason of any claim asserted
against TDR to discharge any liability or obligation of IPP not
expressly assumed by TDR under the terms hereof.
(c) Each party hereto will indemnify and hold harmless the other party
against and in respect of any claim for any constituting fee,
stock or stock option relative to this Agreement or to
transactions contemplated hereby, based in any way on agreements,
arrangements, or understanding claimed to have been made by such
party with any third party as described in Article III, Section
3.0.2.
Specific Performance
Section 6.0.2.
The Board of Directors as nominated by TDR, which shall become TDR's newly
elected Board of Directors shall be responsible to maintain and keep current
financial statements of TDR on an annual or quarterly basis in order to
maintain listing or other blue sky trading exemptions with Xxxxx'x Investors
Service and Standard and Poor's and as required by applicable reporting
requirements of the Securities and Exchange Commission Rule 15-C-211 or such
other filing requirements of each individual state wherein the securities of
TDR may trade.
Survival of Covenants, Representations end Warranties
Section 6.0.3.
All covenants agreements, representations and warranties made hereunder and in
any documents or certificates delivered at the closing shall be deemed to be
material and to have been rolled upon by TDR and TDR, notwithstanding any
investigation made by TDR or IPP or on their respective behalf, and shall
survive the closing.
Assignment
Section 8.0.4.
Except with the written consent of the other party, the rights and obligations
under this Agreement shall not be assignable by either party. Nothing herein
expressed or implied is intended to confer upon any Person. other than the
parties hereto or their respective successors, assigns, heirs and legal
representatives, any rights, remedies, or liabilities under or by reason of
this Agreement.
Notices
Section 8.0.5.
Any notice or other communication required or permitted hereunder shall be
deemed to be properly given when deposited in the United States mails for
transmittal by certified or registered mail, postage prepaid, or when
deposited with public telegraph company for transmittal, charges prepaid, if
such communication is addressed:
(a) In the case of TDR: Industria Portuguese de Producac de
Lareiras, S.A.
President or to such other address as IPP
may tram time to time furnish to TDR for
that purpose.
(b) In the case of TDR: Top Dollar Realty, Inc., 0000 Xxxxxxxx
Xxxxx, Xxx Xxxxx, XX 00000, or to such
other address as TDR may from time to time
furnish to PP for that purpose.
Entire Agreement Counterparts
Section 6.0.6.
This instrument between the Parties, and the exhibits attached hereto contain
the entire Agreement between the parties with respect to the transaction
contemplated hereby. It may be executed in any number of counterparts, each of
which shall be deemed an original, but such counterparts together constitute
only one and the same instrument.
Controlling Law
Section 8.0.7.
The validity, interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of Nevada. within the
venue and jurisdiction of Xxxxx County, Nevada.
In accordance with the Uniform Commercial Code a fax copy of this instrument
shall be the same as an original.
This Plan of Reorganization and Acquisition Agreement is agreed and Executed
by and between the parties on February 2, 1996
TOP DOLLAR REALTY, INC.
By/s/Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Its President
INDUSTRIA PORTUGUESE de PRODUCAO
de LAREIRAS, S.A
By/s/Xxxxxx X. Kesonen
------------------------------
Xxxxxx X. Kesonen
