AGREEMENT AND PLAN OF REORGANIZATION among PET QUARTERS,
INC., an Arkansas corporation ("Pet Quarters"), XXXXXXXXX
ACQUISITION CORPORATION, a Delaware corporation ("Xxxxxxxxx") and
the persons listed in Exhibit A hereof (collectively the
"Shareholders"), being the owners of record of all the issued and
outstanding stock of Xxxxxxxxx.
Whereas, Pet Quarters wishes to acquire and the Shareholders
wish to transfer all of the issued and outstanding securities of
Xxxxxxxxx in a transaction intended to qualify as a reorganization
within the meaning of Section368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended (the "Exchange").
Now, therefore, Pet Quarters, Xxxxxxxxx, and the Shareholders
adopt this plan of reorganization and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. The Shareholders agree to transfer
to Pet Quarters at the Closing (defined below) the number of shares
of common stock of Xxxxxxxxx, $0.0001 par value per share, shown
opposite their names in Exhibit A, in exchange for an aggregate of
130,208 shares of voting common stock of Pet Quarters, $.001 par
value per share.
1.2. EXCHANGE OF CERTIFICATES. Each holder of an
outstanding certificate or certificates theretofore representing
shares of Xxxxxxxxx common stock shall surrender such certificate(s)
for cancellation to Pet Quarters, and shall receive in exchange a
certificate or certificates representing the number of full shares
of Pet Quarters common stock into which the shares of Xxxxxxxxx
common stock represented by the certificate or certificates so
surrendered shall have been converted. The transfer of Xxxxxxxxx
shares by the Shareholders shall be effected by the delivery to Pet
Quarters at the Closing of certificates representing the transferred
shares endorsed in blank or accompanied by stock powers executed in
blank.
1.3. FURTHER ASSURANCES. At the Closing and from time to
time thereafter, the Shareholders shall execute such additional
instruments and take such other action as Pet Quarters may request
in order more effectively to sell, transfer, and assign the
transferred stock of Xxxxxxxxx to Pet Quarters and to confirm Pet
Quarters' title thereto.
2. CLOSING
2.1. DATE AND PLACE. The Closing contemplated herein
shall be held at the offices of the Exchange Agent provided for
herein without requiring the meeting of the parties hereof. All
proceedings to be taken and all documents to be executed at the
Closing shall be deemed to have been taken, delivered and executed
simultaneously, and no proceeding shall be deemed taken nor
documents deemed executed or delivered until all have been taken,
delivered and executed. The date of Closing may be accelerated or
extended by agreement of the parties.
2.2. EXECUTION OF DOCUMENTS. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or
transmission required by this agreement or any signature required
thereon may be used in lieu of an original writing or transmission
or signature for any and all purposes for which the original could
be used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission or original signature.
3. UNEXCHANGED CERTIFICATES. Until surrendered, each
outstanding certificate that prior to the Closing represented
Xxxxxxxxx common stock shall be deemed for all purposes, other than
the payment of dividends or other distributions, to evidence
ownership of the number of shares of Pet Quarters common stock into
which it was converted. No dividend or other distribution shall be
paid to the holders of certificates of Xxxxxxxxx common stock until
presented for exchange at which time any outstanding dividends or
other distributions shall be paid.
4. REPRESENTATIONS AND WARRANTIES OF XXXXXXXXX
Xxxxxxxxx represents and warrants as follows:
4.1. CORPORATE ORGANIZATION AND GOOD STANDING. Xxxxxxxxx
is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware, and is qualified
to do business as a foreign corporation in each jurisdiction, if
any, in which its property or business requires such qualification.
4.2. REPORTING COMPANY STATUS. Xxxxxxxxx has filed with
the Securities and Exchange Commission a registration statement on
Form 10-SB which became effective without condition on January 10,
2000 pursuant to the Securities Exchange Act of 1934 and is, and
will be at Closing, a reporting company pursuant to Section12(g)
thereunder.
4.3. REPORTING COMPANY FILINGS. Xxxxxxxxx has timely
filed and is current on all reports required to be filed by it
pursuant to Section13 of the Securities Exchange Act of 1934.
4.4. CAPITALIZATION. Xxxxxxxxx'x authorized capital stock
consists of 100,000,000 shares of common stock, $.0001 par value, of
which 5,000,000 shares are issued and outstanding, and 20,000,000
shares of non-designated preferred stock of which no shares are
designated or issued.
4.5. ISSUED STOCK. All the outstanding shares of its
common stock are owned by the Shareholders and duly authorized and
validly issued, fully paid and non-assessable.
4.6. STOCK RIGHTS. Except as may be set out by attached
schedule, there are no stock grants, options, rights, warrants or
other rights to purchase or obtain Xxxxxxxxx common or preferred
Stock issued or committed to be issued.
4.7. CORPORATE AUTHORITY. Xxxxxxxxx has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this agreement and all other agreements and
instruments related to this agreement.
4.8. AUTHORIZATION. Execution of this agreement has been
duly authorized and approved by Xxxxxxxxx'x board of directors.
4.9. SUBSIDIARIES. Except as may be set out by attached
schedule, Xxxxxxxxx has no subsidiaries.
4.10. FINANCIAL STATEMENTS. Xxxxxxxxx'x financial
statements dated October 31, 1999, copies of which will have been
delivered by Xxxxxxxxx to Pet Quarters prior to the Closing (the
"Xxxxxxxxx Financial Statements"), fairly present the financial
condition of Xxxxxxxxx as of the date therein and the results of its
operations for the periods then ended in conformity with generally
accepted accounting principles consistently applied.
4.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the Xxxxxxxxx Financial
Statements, Xxxxxxxxx did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared
in accordance with generally accepted accounting principles.
4.12. NO MATERIAL CHANGES. Except as may be set out by
attached schedule, there has been no material adverse change in the
business, properties, liabilities, or financial condition of
Xxxxxxxxx since the date of the Xxxxxxxxx Financial Statements.
4.13. LITIGATION. Except as may be set out by attached
schedule, there is not, to the knowledge of Xxxxxxxxx, any pending,
threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated
against Xxxxxxxxx or against any of its officers.
4.14. CONTRACTS. Except as may be set out by attached
schedule, Xxxxxxxxx is not a party to any material contract not in
the ordinary course of business that is to be performed in whole or
in part at or after the date of this agreement.
4.15. TITLE. Except as may be set out by attached
schedule, Xxxxxxxxx has good and marketable title to all the real
property and good and valid title to all other property included in
the Xxxxxxxxx Financial Statements. Except as set out in the
balance sheet thereof, the properties of Xxxxxxxxx are not subject
to any mortgage, encumbrance, or lien of any kind except minor
encumbrances that do not materially interfere with the use of the
property in the conduct of the business of Xxxxxxxxx.
4.16. TAX RETURNS. Except as may be set out by attached
schedule, all required tax returns for federal, state, county,
municipal, local, foreign and other taxes and assessments have been
properly prepared and filed by Xxxxxxxxx for all years for which
such returns are due unless an extension for filing any such return
has been filed. Any and all federal, state, county, municipal,
local, foreign and other taxes and assessments, including any and
all interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal
and state taxes reflected in the Xxxxxxxxx Financial Statements are
adequate to cover any such taxes that may be assessed against
Xxxxxxxxx in respect of its business and its operations during the
periods covered by the Xxxxxxxxx Financial Statements and all prior
periods, and for all periods to the date hereof.
4.17. NO VIOLATION. Consummation of the Exchange will not
constitute or result in a breach or default under any provision of
any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of
Xxxxxxxxx is subject or by which Xxxxxxxxx is bound.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and
warrant as follows:
5.1. TITLE TO SHARES. The Shareholders, and each of them,
are the owners, free and clear of any liens and encumbrances, of the
number of Xxxxxxxxx shares which are listed in the attached Exhibit
A and which they have contracted to exchange. The Xxxxxxxxx shares
owned by the Shareholders constitute 100% of the issued and
outstanding common shares of Xxxxxxxxx.
5.2. LITIGATION. There is no litigation or proceeding
pending, or to each Shareholder's knowledge threatened, against or
relating to shares of Xxxxxxxxx held by the Shareholders.
5.3 DISCLOSURE. The Shareholders acknowledge that they
have been provided with a copy of the Form 10-SB as filed by Pet
Quarters with the Securities and Exchange Commission ("Form 10-SB").
6. REPRESENTATIONS AND WARRANTIES OF PET QUARTERS
Pet Quarters represents and warrants as follows:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. Pet
Quarters is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Arkansas and is
qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business requires
such qualification.
6.2. CAPITALIZATION. Pet Quarters' authorized capital
stock consists of 40,000,000 shares of common stock, $.001 par
value, of which 11,653,244 shares were issued and outstanding as of
December 31, 1999, and 10,000,000 shares of preferred stock, $.001
par value, of which no shares are issued and outstanding.
6.3. ISSUED STOCK. All the outstanding shares of its
common stock are duly authorized and validly issued, fully paid and
non-assessable.
6.4. STOCK RIGHTS. Except as may be set out by attached
schedule or in the Form 10-SB, there are no stock grants, options,
rights, warrants or other rights to purchase or obtain Pet Quarters
common or preferred Stock issued or committed to be issued.
6.5. CORPORATE AUTHORITY. Pet Quarters has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this agreement and all other agreements and
instruments related to this agreement.
6.6. AUTHORIZATION. Execution of this agreement has been
duly authorized and approved by Pet Quarters' board of directors.
6.7. SUBSIDIARIES. Except as may be set out by attached
schedule or in the Form 10-SB, Pet Quarters has no subsidiaries.
6.8. FINANCIAL STATEMENTS. Pet Quarters' audited
financial statements dated as of June 30, 1999 and unaudited
financial statements dated as of December 31, 1999, copies of which
will have been delivered by Pet Quarters to Xxxxxxxxx prior to the
Exchange Date (the "Pet Quarters Financial Statements"), fairly
present the financial condition of Pet Quarters as of the dates
therein and the results of its operations for the periods then ended
in conformity with generally accepted accounting principles
consistently applied.
6.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the Pet Quarters Financial
Statements, Pet Quarters did not have at that date any liabilities
or obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared
in accordance with generally accepted accounting principles.
6.10. NO MATERIAL CHANGES. Except as may be set out by
attached schedule, there has been no material adverse change in the
business, properties, or financial condition of Pet Quarters since
the date of the most recent Pet Quarters Financial Statements.
6.11. LITIGATION. Except as may be set out by attached
schedule, there is not, to the knowledge of Pet Quarters, any
pending, threatened, or existing litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation, threatened or
contemplated against Pet Quarters or against any of its officers.
6.12. CONTRACTS. Except as may be set out by attached
schedule or in the Form 10-SB, Pet Quarters is not a party to any
material contract not in the ordinary course of business that is to
be performed in whole or in part at or after the date of this
agreement.
6.13. TITLE. Except as may be set out by attached
schedule, Pet Quarters has good and marketable title to all the real
property and good and valid title to all other property included as
owned property in the Pet Quarters Financial Statements. Except as
set out in the balance sheet thereof, the properties of Pet Quarters
are not subject to any mortgage, encumbrance, or lien of any kind
except minor encumbrances that do not materially interfere with the
use of the property in the conduct of the business of Pet Quarters.
6.14. TAX RETURNS. Except as may be set out by attached
schedule, all required tax returns for federal, state, county,
municipal, local, foreign and other taxes and assessments have been
properly prepared and filed by Pet Quarters for all years for which
such returns are due unless an extension for filing any such return
has been filed. Any and all federal, state, county, municipal,
local, foreign and other taxes and assessments, including any and
all interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal
and state taxes reflected in the Pet Quarters Financial Statements
are adequate to cover any such taxes that may be assessed against
Pet Quarters in respect of its business and its operations during
the periods covered by the Pet Quarters Financial Statements and all
prior periods.
6.15. NO VIOLATION. Consummation of the Exchange will not
constitute or result in a breach or default under any provision of
any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of
Pet Quarters is subject or by which Pet Quarters is bound.
7. CONDUCT OF XXXXXXXXX PENDING THE CLOSING. Xxxxxxxxx
covenants that between the date of this agreement and the Closing:
7.1. No change will be made in Xxxxxxxxx'x certificate of
incorporation or bylaws.
7.2. Xxxxxxxxx will not make any change in its authorized
or issued capital stock, declare or pay any dividend or other
distribution or issue, encumber, purchase, or otherwise acquire any
of its capital stock other than as provided herein.
7.3. Xxxxxxxxx will use its best efforts to maintain and
preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
8. CONDUCT PENDING THE CLOSING
Pet Quarters, Xxxxxxxxx and the Shareholders covenant that
between the date of this agreement and the Closing as to each of them:
8.1. No change will be made in the charter documents or
by-laws of Pet Quarters or Xxxxxxxxx.
8.2. Xxxxxxxxx and Pet Quarters will use their best
efforts to maintain and preserve their business organization,
employee relationships, and goodwill intact, and will not enter into
any material commitment except in the ordinary course of business.
8.3. None of the Shareholders will sell, transfer, assign,
hypothecate, lien, or otherwise dispose or encumber the Xxxxxxxxx
shares of common stock owned by them.
9. CONDITIONS PRECEDENT TO OBLIGATION OF XXXXXXXXX AND
THE SHAREHOLDERS
Xxxxxxxxx'x and the Shareholders' obligation to consummate
the Exchange shall be subject to fulfillment on or before the
Closing of each of the following conditions, unless waived in
writing or by acceptance of Pet Quarters' shares by the Shareholders:
9.1. PET QUARTERS' REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Pet Quarters set forth herein
shall be true and correct at the Closing as though made at and as of
that date, except as affected by transactions contemplated hereby.
9.2. PET QUARTERS' COVENANTS. Pet Quarters shall have
performed all covenants required by this agreement to be performed
by it on or before the Closing.
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall
have been approved by the Board of Directors of Pet Quarters.
9.4. SUPPORTING DOCUMENTS OF PET QUARTERS. Pet Quarters
shall have delivered to Xxxxxxxxx and the Shareholders supporting
documents in form and substance reasonably satisfactory to Xxxxxxxxx
and the Shareholders, to the effect that:
(a) Pet Quarters is a corporation duly organized, validly
existing, and in good standing;
(b) Pet Quarters' authorized capital stock is as set forth
herein;
(c) Certified copies of the resolutions of the board of
directors of Pet Quarters authorizing the execution of this
agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers
and directors of Pet Quarters;
(e) Pet Quarters' Financial Statements and unaudited
financial statement from the date of Pet Quarters' Financial
Statements to close of most recent fiscal quarter; and
(f) Any document as may be specified herein or required to
satisfy the conditions, representations and warranties enumerated
elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF PET QUARTERS
Pet Quarters' obligation to consummate the Exchange shall be
subject to fulfillment on or before the Closing of each of the
following conditions, unless waived in writing or by acceptance of
Xxxxxxxxx'x shares by Pet Quarters:
10.1. XXXXXXXXX'X AND THE SHAREHOLDERS' REPRESENTATIONS AND
WARRANTIES. The representations and warranties of Xxxxxxxxx and the
Shareholders set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
10.2. XXXXXXXXX'X AND THE SHAREHOLDERS' COVENANTS.
Xxxxxxxxx and the Shareholders shall have performed all covenants
required by this agreement to be performed by them on or before the
Closing.
10.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall
have been approved by the Board of Directors of Xxxxxxxxx.
10.4. SHAREHOLDER EXECUTION. This Agreement shall have
been executed by all of the Shareholders of Xxxxxxxxx.
10.5. SUPPORTING DOCUMENTS OF XXXXXXXXX. Xxxxxxxxx shall
have delivered to Pet Quarters supporting documents in form and
substance reasonably satisfactory to Pet Quarters to the effect that:
(a) Xxxxxxxxx is a corporation duly organized, validly
existing, and in good standing;
(b) Xxxxxxxxx'x capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of
directors of Xxxxxxxxx authorizing the execution of this agreement
and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers
and directors of Xxxxxxxxx;
(e) Xxxxxxxxx'x Financial Statements and unaudited financial
statements for the period from the date of the Xxxxxxxxx'x Financial
Statements to the close of the most recent fiscal quarter; and
(f) Any document as may be specified herein or required to
satisfy the conditions, representations and warranties enumerated
elsewhere herein.
11. SHAREHOLDERS' REPRESENTATIVE. The Shareholders
hereby irrevocably designate and appoint Xxxxxxx & Associates,
Washington, D.C. as their agent and attorney in fact ("Shareholders'
Representative") with full power and authority until the Closing to
execute, deliver, and receive on their behalf all notices, requests,
and other communications hereunder; to fix and alter on their behalf
the date, time, and place of the Closing; to waive, amend, or modify
any provisions of this agreement, and to take such other action on
their behalf in connection with this agreement, the Closing, and the
transactions contemplated hereby as such agent or agents deem
appropriate; provided, however, that no such waiver, amendment, or
modification may be made if it would decrease the number of shares
to be issued to the Shareholders hereunder or increase the extent of
their obligation to indemnify Pet Quarters hereunder.
12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties
of Xxxxxxxxx, the Shareholders and Pet Quarters set out herein shall
survive the Closing.
13. ARBITRATION
13.1. SCOPE. The parties hereby agree that any and all
claims (except only for requests for injunctive or other equitable
relief) whether existing now, in the past or in the future as to
which the parties or any affiliates may be adverse parties, arising
out of or in any way based upon this agreement or the transactions
to which it relates (regardless of the cause of action), will be
resolved by arbitration before the American Arbitration Association
within the District of Columbia.
13.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The
parties hereby irrevocably consent to the jurisdiction of the
American Arbitration Association and the situs of the arbitration
(and any requests for injunctive or other equitable relief) within
the District of Columbia. Any award in arbitration may be entered
in any domestic or foreign court having jurisdiction over the
enforcement of such awards.
13.3. APPLICABLE LAW. The law applicable to the
arbitration and this agreement shall be that of the State of
Delaware, determined without regard to its provisions which would
otherwise apply to a question of conflict of laws.
13.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and
discovery in regard to any matters which are the subject of the
arbitration and to compel compliance with such disclosure and
discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the
Federal Rules of Civil Procedure, as they then exist, as may be
modified by the arbitrator consistent with the desire to simplify
the conduct and minimize the expense of the arbitration.
13.5. RULES OF LAW. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply the rules of
contract and other law of the jurisdiction whose law applies to the
arbitration so that the decision of the arbitrator will be, as much
as possible, the same as if the dispute had been determined by a
court of competent jurisdiction.
13.6. FINALITY AND FEES. Any award or decision by the
American Arbitration Association shall be final, binding and
non-appealable except as to errors of law or the failure of the
arbitrator to adhere to the arbitration provisions contained in this
agreement. Each party to the arbitration shall pay its own costs
and counsel fees except as specifically provided otherwise in this
agreement.
13.7. MEASURE OF DAMAGES. In any adverse action, the
parties shall restrict themselves to claims for compensatory damages
and/or securities issued or to be issued and no claims shall be made
by any party or affiliate for lost profits, punitive or multiple
damages.
13.8. COVENANT NOT TO XXX. The parties covenant that under
no conditions will any party or any affiliate file any action
against the other (except only requests for injunctive or other
equitable relief) in any forum other than before the American
Arbitration Association, and the parties agree that any such action,
if filed, shall be dismissed upon application and shall be referred
for arbitration hereunder with costs and attorney's fees to the
prevailing party.
13.9. INTENTION. It is the intention of the parties and
their affiliates that all disputes of any nature between them,
arising out of or in any way based upon this agreement or the
transactions to which it relates (regardless of the cause of
action), be decided by arbitration as provided herein and that no
party or affiliate be required to litigate in any other forum any
disputes or other matters except for requests for injunctive or
equitable relief. This agreement shall be interpreted in
conformance with this stated intent of the parties and their
affiliates.
13.10. SURVIVAL. The provisions for arbitration contained
herein shall survive the termination of this agreement for any reason.
14. GENERAL PROVISIONS.
14.1. FURTHER ASSURANCES. From time to time, each party
will execute such additional instruments and take such actions as
may be reasonably required to carry out the intent and purposes of
this agreement.
14.2. WAIVER. Any failure on the part of either party
hereto to comply with any of its obligations, agreements, or
conditions hereunder may be waived in writing by the party to whom
such compliance is owed.
14.3. BROKERS. Each party agrees to indemnify and hold
harmless the other party against any fee, loss, or expense arising
out of claims by brokers or finders employed or alleged to have been
employed by the indemnifying party.
14.4. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have been given
if delivered in person or sent by prepaid first-class certified
mail, return receipt requested, or recognized commercial courier
service, as follows:
If to Pet Quarters, to:
Pet Quarters, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
If to Xxxxxxxxx, to:
Xxxxxxxxx Acquisition Corporation
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
If to the Shareholders, to:
Xxxxxxx & Associates
0000 X Xxxxxx X.X.
Xxxxxxxxxx, X.X. 00000
14.5. GOVERNING LAW. This agreement shall be governed by
and construed and enforced in accordance with the laws of the State
of Delaware.
14.6. ASSIGNMENT. This agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their
successors and assigns; provided, however, that any assignment by
either party of its rights under this agreement without the written
consent of the other party shall be void.
14.7. COUNTERPARTS. This agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. Signatures sent by facsimile transmission
shall be deemed to be evidence of the original execution thereof.
14.8. EXCHANGE AGENT AND CLOSING DATE. The Exchange Agent
shall be Xxxxxxx & Associates, Washington, D.C. The Closing shall
take place on March 6, 2000 unless extended by mutual consent of the
parties.
14.9. REVIEW OF AGREEMENT. Each party acknowledges that it
has had time to review this agreement and, as desired, consult with
counsel. In the interpretation of this agreement, no adverse
presumption shall be made against any party on the basis that it has
prepared, or participated in the preparation of, this agreement.
14.10. SCHEDULES. All schedules attached hereto, if any,
shall be acknowledged by each party by signature or initials thereon.
14.11. EFFECTIVE DATE. This effective date of this
agreement shall be March 6, 2000.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION
AMONG PET QUARTERS, XXXXXXXXX AND THE SHAREHOLDERS OF XXXXXXXXX
IN WITNESS WHEREOF, the parties have executed this agreement.
PET QUARTERS, INC.
By___________________________________
XXXXXXXXX ACQUISITION CORPORATION
By___________________________________
SHAREHOLDERS:
TPG CAPITAL CORPORATION
By___________________________________
Exhibit A
Number of Number of
Xxxxxxxxx Shares Pet Quarters Name of
To Be Shares To Be Shareholder Address
Transferred Received
5,000,000 130,208 TPG Capital Corporation,
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
