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EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization is made as of the 4th day of
June, 1997, by and among XxxxxXxxx Corporation, a Maryland corporation
("XxxxxXxxx"), and the persons listed in Exhibit A hereof ("Shareholders"),
being the owners of record of all the issued and outstanding capital stock of
each of the corporations ("Corporations") in the amount set forth opposite
their respective names on said Exhibit A.
PLAN OF REORGANIZATION
This Plan of Reorganization (the "Plan") shall be a reorganization within
the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended. Pursuant to the Plan, XxxxxXxxx shall acquire all of the issued and
outstanding shares of stock of each of the Corporations in exchange solely for
shares of XxxxxXxxx'x voting common stock.
AGREEMENT
In order to effect the Plan and in consideration of the mutual benefits
to be derived therefrom and the mutual agreements contained herein, the parties
approve and adopt this Agreement and Plan of Reorganization and mutually
covenant and agree as follows:
1. EXCHANGE OF STOCK.
a. NUMBER OF SHARES. The Shareholders agree to transfer to
XxxxxXxxx at the Closing the number of shares of common stock in each of the
Corporations set forth opposite their names in Exhibit A attached hereto in
exchange for an aggregate of one million (1,000,000) shares of voting common
stock
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of XxxxxXxxx (the "XxxxxXxxx Shares"). The XxxxxXxxx shares shall be issued at
the Closing to the Shareholders in the number set forth opposite their names in
Exhibit A. If between the date hereof and the Closing, the number of issued and
outstanding shares of any of the Corporations and/or XxxxxXxxx shall increase
or decrease or if the value of any of the Corporations and/or XxxxxXxxx shall
increase or decrease, the number of XxxxxXxxx Shares to be issued to the
Shareholders at the Closing shall be equitably adjusted.
b. DELIVERY OF CERTIFICATES BY SHAREHOLDERS. The transfer of the
Corporations' shares by the Shareholders shall be affected by the delivery to
XxxxxXxxx at the Closing of certificates representing the transferred shares
endorsed in blank or accompanied by stock powers executed in blank, with all
appropriate signatures.
2. VALUATION OF THE CORPORATIONS. By signing below, the Shareholders
certify that they have had full access to the books and records of the
Corporations and have conducted due diligence to the extent they deemed
necessary to appraise the value of their respective shares of stock in the
Corporations. The Shareholders agree with the valuation of the Corporations'
shares of stock as contemplated by the terms of this Plan.
3. CLOSING. The Closing contemplated by this Agreement shall be held
at the principal offices of XxxxxXxxx on the 4th day of June, 1997, unless
another place or time is agreed upon in writing by all of the parties hereto.
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4. MEETING OF DIRECTORS; CONSENT. In lieu of a meeting of the
Directors of XxxxxXxxx to authorize this Plan, execution by the Shareholders
below, who constitute all of the Directors of XxxxxXxxx, shall constitute the
unanimous consent of the directors of XxxxxXxxx for the purpose of authorizing
the conveyance, transfer, and delivery of the XxxxxXxxx Shares to the
Shareholders upon the terms and conditions set forth in this Plan; and such
consent shall have the same force and effect as if given at a duly called
meeting of the Directors of XxxxxXxxx. Each of the Corporations shall evidence
their approval of the Plan by signing where indicated below.
5. GOVERNING LAW. This Plan and Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland.
6. ASSIGNMENT; AMENDMENT. This Agreement may not be assigned by any
party hereto without the written consent of all the parties hereto. This
Agreement may be amended or modified only pursuant to a writing signed by all
of the parties hereto.
7. COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts and/or by facsimile signatures, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
8. FURTHER DOCUMENTS. XxxxxXxxx and each of the Shareholders agree to
execute any and all other documents and to take any action or implement such
corporate proceedings as may be necessary or desirable to affect the
transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties have caused this Agreement and plan of
Reorganization to be duly executed as of the date and year first above written.
READ & CONSENTED TO:
EXECUTIVE AMENITIES, INC. XXXXXXXXX CORPORATION
By: By:
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Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx, President
EXECUTIVE FURNITURE CENTRE, INC.
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Xxxx X. Xxxxxxxx, Shareholder
By:
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Xxxx X. Xxxxxxxx Xxxx X. Xxxxxx, Shareholder
EXECUTIVE AMENITIES WEST, INC.
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Xxxxxx X. Xxxxx, Shareholder
By:
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Xxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx, Shareholder
XXXXXXXXX CORPORATION OF AMERICA
By:
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Xxxx X. Xxxxxxxx
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EXHIBIT A
STOCKHOLDERS AND STOCKHOLDINGS
EXECUTIVE EXECUTIVE EXECUTIVE XXXXXXXXX CORPORATION XXXXXXXXX
STOCKHOLDER AMENITIES, INC. FURNITURE CENTRE, INC. AMENITIES WEST, INC. OF AMERICA CORPORATION
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XXXX X. XXXXXXXX 1,000 1,000 1,000 3,300 316,666.667
XXXXX X. XXXXXXXX -0- -0- 1,000 -0- 50,000.000
XXXX X. XXXXXX 1,000 1,000 1,000 3,300 316,666.667
XXXXXX X. XXXXX 1,000 1,000 1,000 3,300 316,666.667
----- ----- ----- ----- -------------
TOTALS: 3,000 3,000 4,000 9,900 1,000,000.000
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