REORGANIZATION AGREEMENT
Exhibit
2
THIS
REORGANIZATION AGREEMENT
(the
“Agreement”) is made and entered into by and between Interaxx
Digital Tools, Inc.,
a
Florida corporation (the “Corporation”) and Xxxxx
Xxxxxxx,
Attorney-in-fact for all the individuals set forth in Exhibit A (hereinafter
referred to as the “Subscribers”) (the Corporation and the Subscribers being
collectively referred to as the “Parties”).
P
R E A M B L E:
WHEREAS,
the
Subscribers own all of the authorized issued and outstanding Common Stock of
MEDirect
Latino, Inc.,
a
privately held corporation organized under the laws of Florida (the
“Subsidiary”); and
WHEREAS,
the
Subscribers desire to acquire 7,471,239 Shares of the Corporation's common
stock, $.001 par value (the “Stock”) in exchange for shares of the Subscribers
common stock on a one share for one share basis; and
WHEREAS,
the
Subscribers desire to acquire the Stock in consideration for their conveyance
of
all of their common stock in the Subsidiary, which stock constitutes all of
the
Subsidiary's authorized, issued and outstanding securities (the “Subsidiary
Stock”), provided that such conveyance meets the tax free exchange requirements
of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the
“Code”).
NOW,
THEREFORE,
in
consideration of the premises, as well as the mutual covenants hereinafter
set
forth, the Parties, intending to be legally bound, hereby agree as
follows:
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W
I T N E S S E T H:
ARTICLE
ONE
EXCHANGE
PROVISIONS
1.1 Exchange
Subject
to the hereinafter described conditions, the Corporation hereby agrees to
exchange 7,471,239 shares of its common stock, $.001 par value, with the
Subscribers for all of the capital stock of the Subsidiary.
1.2 Closing
The
exchange of the Stock for the Subsidiary Stock shall take place at the offices
of the Subsdiary upon execution hereof or at such later time or different place
as the Parties may mutually select. At the Closing:
(a) The
Subscribers shall tender to the Corporation certificates representing all of
the
Subsidiary's authorized, issued and outstanding common stock, duly executed
and
in proper form for transfer to the Corporation, together with such executed
consents, powers of attorney, stock powers and other items as shall be required
to convey such stock to the Corporation, in compliance with all applicable
laws;
and
(b) The
Corporation shall tender to the Subscribers 7,471,239 shares of the Stock on
a
pro-rata basis and such other items as shall be required to convey the Stock
to
the Subscribers.
1.3 Exemption
From Registration
(a) The
Subscribers hereby represent, warrant, covenant and acknowledges
that:
(1) The
Stock
is being issued without registration under the provisions of Section 5 of the
Securities Act of 1933, as amended (the “Act”) pursuant to exemptions provided
pursuant to Sections 3(b), 4(2) or 4(6) thereof;
(2) All
of
the Stock will bear legends restricting its transfer to United States residents,
or its transfer, sale, conveyance or hypothecation within the jurisdictional
boundaries of the United States, unless such Stock is either registered under
the provisions of Section 5 of the Act and under applicable State securities
laws, or an opinion of legal counsel, in form and substance satisfactory to
legal counsel to the Corporation is provided certifying that such registration
is not required as a result of applicable exemptions therefrom;
(3) The
Corporation's transfer agent shall be instructed not to transfer any of the
Stock unless the Corporation advises it that such transfer is in compliance
with
all applicable laws;
(4) The
Subscribers are acquiring the Stock for investment purposes only and not with
a
view to further sale or distribution; and
(5) The
Subscribers and their advisors have examined all of the Corporation's books
and
records and have fully and completely questioned the Corporation's officers
and
directors as to all matters involving the Corporation.
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(b) The
Corporation hereby represents, warrants, covenants and acknowledges
that:
(1) The
Subsidiary Stock is being transferred without registration under the provisions
of Section 5 of the Act pursuant to exemptions provided pursuant to Sections
3(b), 4(2) or 4(6) thereof;
(2) All
of
the Subsidiary Stock will bear legends restricting its transfer to United States
residents, or its transfer, sale, conveyance or hypothecation within the
jurisdictional boundaries of the United States, unless such Subsidiary Stock
is
either registered under the provisions of Section 5 of the Act and under
applicable State securities laws, or an opinion of legal counsel is provided
certifying that such registration is not required as a result of applicable
exemptions therefrom;
(3) The
Corporation shall not transfer any of the Subsidiary Stock except in compliance
with all applicable laws;
(4) The
Corporation is acquiring the Subsidiary Stock for investment purposes only
and
not with a view to further sale or distribution.
ARTICLE
TWO
REPRESENTATIONS
AND WARRANTIES
2.1 The
Corporation
The
Corporation hereby represents and warrants to the Subscribers, as a material
inducement to their entry into this Agreement, that:
(a) The
Corporation is, as of the date of this Agreement, a validly existing
Corporation, organized pursuant to the laws of the State of Florida, with all
legal and corporate authority and power to conduct its business and to own
its
properties and that it possesses all necessary permits and licenses required
in
connection with the conduct of its business;
(b) The
conduct of the Corporation's business is in full compliance with all applicable
Federal, state and local governmental statutes, rules, regulations, ordinances
and decrees. The Corporation is one of four stand-alone companies resulting
from
a Second Joint Plan of Reorganization filed by Interaxx Technologies and
Interaxx Television Network, Inc., and is looking for acquisition of potentially
profitable business opportunities;
(c) Pursuant
to its Articles of Incorporation, the Corporation is authorized to issue
20,000,000 Shares of Common Stock and 10,000,000 Shares of Preferred Stock,
$.001 par value. After new issue, cancellation, reissue, and adjustments to
the
current list of shareholders, there will be 1,370,464 shares of Common Stock
outstanding, of which 857,701 are Units outstanding, each Unit consisting of
one
share of Common Stock and one A, B and C Warrant each exercisable into one
share
of the Corporation’s Common Stock. The Corporation will also issue an additional
2,000,000 shares as part of a registration statement to be filed with the SEC
and to be offered to the general public to raise additional capitalization;
this
will then make the total common shares issued and outstanding 10,841,703. With
the exception of the bankruptcy securities, there are no other authorized or
outstanding securities of any class or of any kind or character or, except
as
reflected in this Agreement, there are no outstanding subscriptions, options,
warrants or other agreements or commitments obligating the Corporation to issue
or sell any additional shares of the Corporation's capital stock or any options
or rights with respect thereto, or any securities convertible into any shares
of
Stock of any class;
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(d) Upon
issuance of the Stock, the Subscribers will become the owner of the majority
of
the Corporation's authorized, issued and outstanding Common Stock;
(e) The
execution and delivery of this Agreement, the consummation of the transactions
herein contemplated and compliance with the terms of this Agreement will not
result in a breach of any of the terms or provisions of, or constitute a default
under the Articles of Incorporation or By-laws of the Corporation; any
indenture, other agreement or instrument to which the Corporation is a party
or
by which it or its assets are bound; or any applicable regulation, judgment,
order or decree of any governmental instrumentality or court, domestic or
foreign, having jurisdiction over the Corporation, its securities or its
properties;
(f) The
Corporation is not a party to any written or oral agreement which grants an
option or right of first refusal or other arrangement to acquire any of the
Stock or to any agreement that affects the voting rights of any of the Stock,
nor has the Corporation made any commitment of any kind relating to the issuance
of shares of any of its Stock, whether by subscription, right of conversion,
option or otherwise;
(g) The
Corporation is not a party to any agreement or understanding for the sale or
exchange of inventory or services for consideration other than cash or at a
discount in excess of normal discount for quantity or cash payment;
(h) The
Corporation has filed with the appropriate governmental agencies all tax returns
and tax reports required to be filed; all Federal, state and local income,
franchise, sales, use, occupation or other taxes due have been fully paid or
adequately reserved for; and the Corporation is not a party to any action or
proceeding by any governmental authority for assessment or collection of taxes,
nor has any claim for assessments been asserted against the
Corporation;
(i) There
are
presently no contingent liabilities, factual circumstances, threatened or
pending litigation, contractually assumed obligations or unasserted possible
claims which are known to the Corporation, which might result in a material
adverse change in the future financial condition or operations of the
Corporation other than as previously disclosed to the Subscribers or reflected
in the Corporation's financial statements provided to the
Subscribers;
(j) The
execution, delivery and performance of this Agreement and the transactions
contemplated hereby do not (except for the consents described in Article Four
hereof) require the consent, authority or approval of any other person or entity
except such as have been obtained;
(k) No
transactions have been entered into either by or on behalf of the Corporation,
other than in the ordinary course of business nor have any acts been performed
(including within the definition of the term performed the failure to perform
any required acts) which would adversely affect the good will of the
Corporation;
(l) The
entering into of this Agreement and the performance thereof has been duly and
validly authorized by all required Corporate action and does not require any
corporate consents other than such as have been unconditionally
obtained;
(m) The
Corporation's Financial Statements will be audited by independent certified
public accountants and will be prepared in accordance with generally accepted
accounting principles applied on a consistent basis. They will fairly present
the Corporation's financial condition, results of operations, assets,
liabilities or business;
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(n) The
Corporation does not have any subsidiaries other than those disclosed in the
Corporation's Financial Statements; and
(o) The
Minute Books of the Corporation contain true, correct and complete copies of
the
minutes of all meetings of its organizers, shareholders and Board of Directors
from the date of its organization to the present.
2.2 The
Subscribers
The
Subscribers hereby represent and warrant to the Corporation, as a material
inducement to the Corporation's entry into this Agreement, that, to the best
of
their knowledge after reasonable inquiry:
(a) The
Subsidiary currently leases its office space and owns certain assets including
furniture, equipment and customer accounts relating to the operation of the
business and as of the date of this Agreement no events have occurred nor have
any facts been discovered which materially alters the Subsidiary's assets;
(b) The
Subsidiary is, as of the date of this Agreement, a validly existing corporation,
organized pursuant to the laws of the Florida and has all corporate authority
and power to conduct its business and to own its properties and possesses all
necessary permits and licenses required in connection with the conduct of its
business;
(c) The
conduct of the Subsidiary's business is in full compliance with all applicable
governmental statutes, rules, regulations, ordinances and decrees;
(d) The
Subsidiary has 20,000,000 Shares of Common Stock and 4,000,000 Shares of
Preferred Xxxxx, x.0000 par value, authorized, of which 7,471,239 are currently
issued and outstanding, there being no other outstanding securities of any
class
or of any kind or character of the Subsidiary and, except as reflected in this
Agreement, there being no outstanding subscriptions, options, warrants or other
agreements or commitments obligating the Subsidiary, to issue or sell any
additional shares of the Subsidiary's Stock or any options or rights with
respect thereto, or any securities convertible into any shares of Stock of
any
class;
(e) The
execution and delivery of this Agreement, the consummation of the transactions
herein contemplated and compliance with the terms of this Agreement will not
result in a breach of any of the terms or provisions of, or constitute a default
under, the Articles of Incorporation or By-laws of the Subsidiary; any
indenture, other agreement or instrument to which the Subsidiary is a party
or
by which it or its assets are bound; or any applicable regulation, judgment,
order or decree of any governmental instrumentality or court, domestic or
foreign, having jurisdiction over the Subsidiary, its securities or its
properties;
(f) The
Subsidiary is not a party to any written or oral agreement which grants an
option or right of first refusal or other arrangement to acquire any of its
securities or to any agreement that affects the voting rights of any of its
securities, nor has the Corporation made any commitment of any kind relating
to
the issuance of shares of any of its securities, whether by subscription, right
of conversion, option or otherwise;
(g) The
Subsidiary is not a party to any agreement or understanding for the sale or
exchange of inventory or services for consideration other than cash or at a
discount in excess of normal discount for quantity or cash payment;
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(h) The
Subsidiary undertakes to file with the appropriate governmental agencies all
tax
returns and tax reports required to be filed; all income, franchise, sales,
use,
occupation or other taxes due have been fully paid or adequately reserved for;
and the Subsidiary is not a party to any action or proceeding by any
governmental authority for assessment or collection of taxes, nor has any claim
for assessments been asserted against the Subsidiary;
(i) The
execution, delivery and performance of this Agreement and the transactions
contemplated hereby do not require the consent, authority or approval of any
other person or entity except such as have been obtained;
(j) No
transactions have been entered into either by or on behalf of the Subsidiary,
other than in the ordinary course of business nor have any acts been performed
(including within the definition of the term performed the failure to perform
any required acts) which would adversely affect the goodwill of the
Subsidiary;
(k) The
entering into of this Agreement and the performance thereof has been duly and
validly authorized by all required corporate action and does not require any
consents other than such as have been unconditionally obtained.
ARTICLE
THREE
SPECIAL
CONDITIONS
3.1 Each
Party
The
obligations of each Party to this Agreement are subject to the condition
precedent that the other Party=s
representations and warranties contained in this Agreement shall be true,
correct and complete on and as of the date of Closing with the same effect
as
though such representations and warranties were made on and as of such
date.
3.2
Resale
of Existing 1145 Stock
The
Corporation will recall the issuance of previously issued 1145 stock and reissue
restricted shares on the basis of 1.5 shares for each share
recalled.
3.3 The
post-reorganized company shall commence the preparation of a Registration
Statement on Form SB-2 within thirty (30) days of execution of this
Agreement.
3.4 The
officers, directors and principal shareholders of the post-reorganized company,
as a special condition to closing, undertake not to cause a reverse split of
the
company’s common stock for purposes of changing percentages of ownership as
contemplated by this Agreement.
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ARTICLE
FOUR
MISCELLANEOUS
4.1 Amendment
No
modification, waiver, amendment, discharge or change of this Agreement shall
be
valid unless the same is evinced by a written instrument, subscribed by the
Party against which such modification, waiver, amendment, discharge or change
is
sought.
4.2 Notice
All
notices, demands or other communications given hereunder shall be in writing
and
shall be deemed to have been duly given on the first business day after mailing
by United States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
TO
THE
CORPORATION: Interaxx
Digital Tools, Inc.
0000
XX
0xx
Xxxxxxx
Xxxxx,
XX
00000
TO
THE
SUBSCRIBERS: MEDirect
Latino, Inc.
0000
XX
00 Xxxxxx, Xxxxx 0
Xxxxxxxxxx,
Xxxxxxx 00000
or
such
other address or to such other person as any Party shall designate to the other
for such purpose in the manner hereinafter set forth.
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4.3 Merger
This
instrument, together with the instruments referred to herein, contains all
of
the understandings and agreements of the Parties with respect to the subject
matter discussed herein. All prior agreements whether written or oral are merged
herein and shall be of no force or effect.
4.4 Survival
The
several representations, warranties and covenants of the Parties contained
herein shall survive the execution hereof and shall be effective regardless
of
any investigation that may have been made or may be made by or on behalf of
any
Party.
4.5 Severability
If
any
provision or any portion of any provision of this Agreement, other than one
of
the conditions precedent, or the application of such provision or any portion
thereof to any person or circumstance shall be held invalid or unenforceable,
the remaining portions of such provision and the remaining provisions of this
Agreement or the application of such provision or portion of such provision
as
is held invalid or unenforceable to persons or circumstances other than those
to
which it is held invalid or unenforceable, shall not be affected
thereby.
4.6 Governing
Law and Venue
This
Agreement shall be construed in accordance with the laws of the State of Florida
and any proceeding arising between the Parties in any matter pertaining or
related to this Agreement shall, to the extent permitted by law, be held in
the
City of Fort Lauderdale, Florida.
4.7 Indemnification
Each
Party hereby irrevocably agrees to indemnify and hold the other Parties harmless
from any and all liabilities and damages (including legal or other expenses
incidental thereto), contingent, current, or inchoate to which they or any
one
of them may become subject as a direct, indirect or incidental consequence
of
any action by the indemnifying Party or as a consequence of the failure of
the
indemnifying Party to act, whether pursuant to requirements of this Agreement
or
otherwise. In the event it becomes necessary to enforce this indemnity through
an attorney, with or without litigation, the successful Party shall be entitled
to recover from the indemnifying Party, all costs incurred including reasonable
attorneys' fees throughout any negotiations, trials or appeals, whether or
not
any suit is instituted.
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4.8 Litigation
In
any
action between the Parties to enforce any of the terms of this Agreement or
any
other matter arising from this Agreement, the prevailing Party shall be entitled
to recover its costs and expenses, including reasonable attorneys' fees up
to
and including all negotiations, trials and appeals, whether or not litigation
is
initiated.
4.9 Benefit
of Agreement
The
terms
and provisions of this Agreement shall be binding upon and inure to the benefit
of the Parties, their successors, assigns, personal representatives, estate,
heirs and legatees.
4.10 Captions
The
captions in this Agreement are for convenience and reference only and in no
way
define, describe, extend or limit the scope of this Agreement or the intent
of
any provisions hereof.
4.11 Number
and Gender
All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural, as the identity of the Party or Parties,
or their personal representatives, successors and assigns may
require.
4.12 Further
Assurances
The
Parties agree to do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged or delivered and to perform all such acts and deliver
all
such deeds, assignments, transfers, conveyances, powers of attorney, assurances,
stock certificates and other documents, as may, from time to time, be required
herein to effect the intent and purpose of this Agreement.
4.13 Status
Nothing
in this Agreement shall be construed or shall constitute a partnership, joint
venture, employer-employee relationship, lessor-lessee relationship, or
principal-agent relationship.
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4.14 Counterparts
This
Agreement may be executed in any number of counterparts. All executed
counterparts shall constitute one Agreement notwithstanding that all signatories
are not signatories to the original or the same counterpart.
IN
WITNESS WHEREOF,
the
Parties have caused this Agreement to be executed effective as of the
_23rd_
day of
_July___,
2004.
Signed,
sealed and delivered
In
Our Presence:
| CORPORATION | ||
| INTERAXX DIGITAL TOOLS, INC | ||
| |
|
|
| /s/ Xxxx X. Xxxx | By: | /s/ Xxxxxx Xxxxxxxx |
|
|
||
| Xxxxxx Xxxxxxxx, President | ||
| SUBSCRIBERS | ||
| MEDIRECT LATINO, INC. | ||
| |
|
|
| _/s/ Xxxxxxx Xxxxxxxx | By: | /s/ Xxxxx Xxxxxxx |
|
|
||
| Xxxxx Xxxxxxx, President | ||
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EXHIBIT
A
|
Xxxxx
Xxxxxxx and Xxxxxxx Xxxxxxxx
|
4,534,126
|
|
Xxxxxxx
X. Xxxxxx, III
|
526,176
|
|
Xxxxxx
X. Xxxxxx
|
528,825
|
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