AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
This Agreement (hereinafter the "Agreement") is entered into effective
as of this 22nd day of May,1998, by and among Vicuna, Inc., a Nevada corporation
(hereinafter "Vicuna"); World Seair Corporation, a Florida corporation
(hereinafter "WSC"), and the stockholders of WSC (hereinafter the "WSC
Stockholders"), the present owners of all the outstanding shares of common stock
of WSC.
RECITALS:
WHEREAS, the WSC Stockholders own all of the issued and outstanding
shares of common stock of WSC which comprises 3,012,500 shares ( the "WSC
Shares"). Vicuna desires to acquire all of the outstanding WSC Shares solely in
exchange for restricted common stock of Vicuna, making WSC a wholly-owned
subsidiary of Vicuna; and
WHEREAS, the WSC Stockholders (as set forth on the attached Exhibit
"A") desire to acquire common stock of Vicuna in exchange for the WSC Shares, as
more fully set forth herein.
NOW, THEREFORE, for the mutual consideration set out herein, and other
good and valuable consideration, the receipt and legal sufficiency of which is
hereby acknowledged, the parties agree as follows:
AGREEMENT
---------
1. Share Exchange. The WSC Stockholders are the present owners of all
of the issued and outstanding WSC Shares. It is hereby agreed that all of the
WSC Shares shall be acquired by Vicuna in exchange solely for shares of Vicuna
restricted common stock (the "Vicuna Shares"). All references in this Agreement
to the Vicuna Shares to be issued to the WSC Stockholders shall give effect to
the 2.1 for 1 post forward split of Vicuna common stock.
2. Delivery of Shares. Vicuna and the WSC Stockholders agree that on
the Closing Date or at the Closing as hereinafter defined, all outstanding WSC
shares shall be delivered to Vicuna in exchange for Vicuna Shares.
(a) The Vicuna Shares will, on the Closing Date or at the
Closing, be delivered to the WSC Stockholders in exchange for their WSC Shares
on the basis of two (2) post forward split Vicuna Share for each one (1) WSC
Share.
(b) At Closing, Vicuna shall, subject to the conditions set
forth herein, issue 6,025,000 post forward split Vicuna Shares based upon a
forward split approved by the Board of Directors of Vicuna preceding the Share
Exchange described herein on a 2.1 for 1 basis to the WSC Stockholders in
accordance with Exhibit "A". Such Vicuna Shares shall bear the following or
similar restrictive legend :
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The shares of common stock represented by this certificate
have not been registered under the Securities Act of 1933, as
amended (the "Act") and may not be offered, sold, assigned,
pledged, hypothecated or otherwise transferred unless (1) they
are registered under the Act or (2) the holder has delivered
to the issuer an opinion of counsel, which opinion shall be
satisfactory to the issuer, to the effect that there is an
available exemption from registration under the Act and any
applicable state securities laws or that registration is
otherwise not required.
(c) Unless otherwise agreed by Vicuna and the WSC
Stockholders, this transaction shall close only in the event Vicuna is able to
acquire all of the outstanding WSC Shares.
3. Outstanding Securities. As of the Closing Date each of the following
shall occur:
(a) Each one (1) WSC Share issued and outstanding immediately
prior to the Closing Date shall be exchanged for two (2) Vicuna Shares.
Thereafter, all such WSC Shares shall be deemed to be owned by Vicuna. The
holder of such certificates previously evidencing the WSC Shares outstanding
immediately prior to the Closing Date shall cease to have any rights with
respect to such WSC Shares except as otherwise provided herein or by law.
(b) The 1,000,000 pre-split (2,100,000 post-split) shares of
Vicuna common stock previously issued and outstanding prior to the Closing will
remain outstanding.
4. Post-Acquisition Events. Upon Closing, the following shall be
accomplished:
(a) The resignation of the existing Vicuna officers and
directors and the appointment of new officers and directors as described in
Section 11.(f) hereof.
(b) Vicuna shall promptly fulfill its responsibility to file a
Current Report on Form 8-K with the Securities and Exchange Commission ("SEC").
(c) Vicuna shall immediately file an Amendment to its Articles
of Incorporation changing its name to "Seair Group, Inc."
5. Other Matters.
(a) Prior to Closing, there shall be no stock dividend, stock
split (except the 2.1 for 1 forward stock split described herein),
recapitalization, or exchange of shares with respect to or rights issued in
respect of, Vicuna's capital stock after the date hereof and there shall be no
dividends paid on Vicuna's capital stock.
(b) Vicuna shall have received all requisite majority
stockholder approval of the matters set forth herein.
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6. Surrender and Issuance of Securities. On or as soon as practicable
after the Closing Date:
(a) The WSC Stockholders shall surrender for cancellation
certificates representing their WSC Shares, against delivery of certificates
representing the Vicuna Shares for which their WSC Shares are to be exchanged at
Closing.
7. Representations of the WSC Stockholders. The WSC Stockholders hereby
represent and warrant to the best of their knowledge and belief as follows,
which warranties and representations shall also be true as of the Closing Date:
(a) Except as may be set forth in Exhibit "A" attached hereto
and made a part hereof, the WSC Shares are free from claims, liens, or other
encumbrances, and the WSC Stockholders have good title and the unqualified right
to transfer and dispose of such WSC Shares.
(b) The WSC Stockholders, are the sole registered holders of
the issued and outstanding WSC Shares as set forth in Exhibit "A";
(c) The WSC Stockholders have no present intent to sell or
dispose of the Vicuna Shares and are under no binding obligation, formal
commitment, or existing plan to sell or otherwise dispose of the Vicuna Shares.
8. Representations Regarding WSC. WSC hereby represents and warrants to
the best of its knowledge and belief as follows, which warranties and
representations shall also be true as of the Closing Date:
(a) Except as noted on Exhibit "A", the WSC Stockholders
listed on the attached Exhibit "A" are the sole owners of record and
beneficially own all of the issued and outstanding WSC Shares.
(b) WSC has no outstanding or authorized capital shares,
warrants, options or convertible securities other than as described in Exhibit
"A", attached hereto.
(c) Since December 31, 1997 there have not been any material
adverse changes in the financial position of WSC except changes arising in the
ordinary course of business, which changes will in no event materially and
adversely affect the financial position of WSC.
(d) WSC is not a party to any material litigation or any
governmental investigation or proceeding.
(e) WSC is in good standing in its jurisdiction of
incorporation.
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(f) WSC has (or, by the Closing Date, will have filed) all
material tax, governmental and/or related forms and reports (or extensions
thereof) due or required to be filed and/or has (or will have) paid or made
adequate provisions for all taxes or assessments which have become due as of the
Closing Date.
(g) WSC has not breached, and there is no pending or
threatened claim that WSC has breached any of the terms or conditions of any
agreements, contracts or commitments to which it is a party or its properties is
bound. WSC has previously given Vicuna copies of or access to all material
contracts, commitments and/or agreements to which WSC is a party including all
relationships or dealings with related parties or affiliates. The execution and
performance hereof will not violate any provision of applicable law or any
agreement to which WSC is a party or by which it or its properties is bound.
(h) WSC has no subsidiary corporations.
(i) WSC has made its corporate financial records, minute
books, and other corporate documents and records available for review to present
management of Vicuna prior to the Closing Date, during reasonable business hours
and on reasonable notice.
(j) The performance of this Agreement does not materially
violate or breach any material agreement or contract to which WSC is a party.
(k) All information regarding WSC which has been provided to
Vicuna is true and accurate in all material respects.
9. Representation Regarding Vicuna. Vicuna, to the best of its
knowledge and belief, hereby represents and warrants as follows, each of which
representations and warranties shall continue to be true as of the Closing Date:
(a) As of the Closing Date, the Vicuna Shares, to be issued
and delivered to all of the holders of WSC Shares hereunder will, when so issued
and delivered, constitute, duly authorized, validly and legally issued Vicuna
Shares, fully-paid and nonassessable.
(b) Vicuna has the corporate power to enter into this
Agreement and to perform its obligations hereunder. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Board of Directors of Vicuna. The execution and
performance of this Agreement will not constitute a breach of any material
agreement, indenture, mortgage, license or other instrument or document to which
Vicuna is a party and will not violate any judgment, decree, order, writ, or
applicable rule, statute, or regulation. The execution and performance of this
Agreement will not violate or conflict with any provision of the Articles of
Incorporation or By-laws of Vicuna.
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(d) Vicuna has delivered to WSC a true and complete copy of
its (i) Annual Report on Form 10-K for the year ended December 31, 1997, as
filed with the SEC ("Form 10-K"), (ii) Forms 10-Q for the quarters ended
September 30, 1997 and March 31, 1998, as filed with the SEC ("Forms 10-Q"),
(iii) Forms 8-K dated April 17 and April 22, 1997, as filed with the SEC ("Forms
8-K"), (iv) Prospectus dated June 30, 1993, as declared effective by the SEC,
(v) Articles of Incorporation, as amended, (vi) Bylaws, (vii) state and federal
tax returns for 1997, 1996 and 1995, (viii) shareholder list dated February 6,
1998, and (ix) copies of all Board of Directors and stockholder minutes and
consents. As of their respective dates, to the best knowledge and belief of
Vicuna, such documents did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstance under which they are
made, not misleading. The audited financial statements included in the Annual
Report have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis (except as may be indicated therein or
in the notes thereto) and fairly present the financial position of Vicuna as of
the dates thereof and the results of its operations and changes in financial
position for the periods then ended. Vicuna has no subsidiaries as of the date
hereof.
(e) Since March 31, 1998, there have not been any material
adverse changes in the financial condition of Vicuna.
(f) Neither Vicuna, any 10% or greater shareholder of Vicuna,
nor any related party or affiliate of Vicuna is a party to or the subject of any
pending litigation, claims, or governmental investigation or proceeding not
reflected in the Vicuna Financial Statements, Form 10-K, Forms 10- Q, Forms 8-K
or otherwise disclosed herein, and there are no lawsuits, claims, assessments,
investigations, or similar matters, to the best knowledge of Vicuna, threatened
or contemplated against or affecting Vicuna, its properties, any of its 10% or
greater shareholders, or any related party or affiliate of Vicuna.
(g) Vicuna is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation; and presently
has and at Closing shall have the corporate power to own its property and to
carry on its business as then being conducted and shall be duly qualified to do
business in any jurisdiction where so required except where the failure to so
qualify would have no material negative impact.
(h) Vicuna has filed all federal, state, county and local
income, excise, property and other tax, governmental and/or related returns,
forms, or reports, which are due or required to be filed by it prior to the date
hereof and has paid or made adequate provision in the Vicuna Financial
Statements for the payment of all taxes, fees, or assessments which have or may
become due pursuant to such returns or pursuant to any assessments received.
Vicuna is not delinquent or obligated for any tax, penalty, interest,
delinquency or charge.
(i) Vicuna's authorized capital stock shall, at Closing,
consist of:(i) 25,000,000 shares of common stock, $.001 par value, of which not
more than 2,100,000 post-split shares will be issued and outstanding. All
outstanding shares of capital stock of Vicuna are validly issued, fully
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paid and nonassessable. There are no existing options, calls, warrants,
preemptive rights or commitments of any character relating to the issued or
unissued capital stock or other securities of Vicuna.
(j) Vicuna has (and at the Closing will have) disclosed in
writing all events, conditions and facts materially affecting its business,
financial condition or results of operations.
(k) The corporate financial records, minute books, and other
documents and records of Vicuna have been made available to the WSC Stockholders
prior to the Closing.
(l) Vicuna has not breached, and there is no pending or
threatened claim that Vicuna has breached any of the terms or conditions of any
agreements, contracts or commitments to which it is a party or by which it or
its properties is bound. The execution and performance hereof will not violate
any provisions of applicable law or any agreement to which Vicuna is subject.
Vicuna hereby represents that it is not a party to any material contract or
commitment other than appointment documents with its transfer agent, and that it
has disclosed to the WSC Stockholders all relationships or dealings with related
parties or affiliates.
(m) The Vicuna common stock is currently quoted under the
trading symbol "VICU" on the OTC Bulletin Board and there are no stop orders in
effect with respect thereto.
(n) All information regarding Vicuna which is set forth herein
or has otherwise been provided by Vicuna to WSC and the WSC Stockholders is true
and accurate in all material respects.
(o) Vicuna is current in all material respects with regard to
its reporting obligations with the SEC and, to Vicuna's best knowledge and
belief, all reports filed with the SEC within the past two years are materially
true, complete and accurate, and there is no information or event required to be
disclosed that has not been disclosed in any of Vicuna's public filings as of
the date hereof and as of the Closing Date.
10. Closing. The Closing of the transactions contemplated herein shall
take place on such date (the "Closing" or "Closing Date") as mutually determined
by the parties hereto when all conditions precedent have been met and all
required documents have been delivered, which Closing is expected to be on or
about May 18,1998, but not later than May 22,1998, unless extended by mutual
consent of all parties hereto.
11. Conditions Precedent to the Obligations of the WSC Stockholders.
All obligations of the WSC Stockholders under this Agreement are subject to the
fulfillment, prior to or as of the Closing and/or the Effective Date, as
indicated below, of each of the following conditions:
(a) The representations and warranties regarding Vicuna
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all
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material respects at and as of the Closing Date as though such representations
and warranties were made at and as of such time.
(b) Vicuna shall have performed and complied, in all material
respects, with all covenants, agreements, and conditions set forth herein, and
shall have executed and delivered all documents required by this Agreement to be
performed or complied with or executed and delivered by it prior to or at the
Closing.
(c) On or before the Closing, the Board of Directors of Vicuna
shall have approved in accordance with applicable corporation law the execution
and delivery of this Agreement and the consummation of the transactions
contemplated herein.
(d) On or before the Closing Date, Vicuna shall have delivered
certified copies of resolutions of the Board of Directors and stockholders of
Vicuna approving and authorizing the execution, delivery and performance of this
Agreement and authorizing all of the necessary and proper action to enable
Vicuna to comply with the terms of this Agreement including the election of
WSC's nominees to the Board of Directors of Vicuna and all matters outlined
herein.
(e) A majority of Vicuna's stockholders shall have duly
approved all applicable matters described in this Agreement in accordance with
applicable law.
(f) At Closing, the existing officers and directors of Vicuna
shall have resigned in writing from all positions as directors and officers of
Vicuna upon the election and appointment of the WSC nominees.
(g) At the Closing, all instruments and documents delivered to
the WSC Stockholders pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for WSC.
(h) At the Closing, upon consummation of the transactions,
Vicuna shall have the authorized capital as described in Section 9.(i) hereof.
(i) The Vicuna Shares to be issued to the WSC Stockholders at
Closing will be validly issued, nonassessable and fully-paid under applicable
corporation law and will be issued in compliance with all federal, state and
applicable securities laws.
(j) At the Closing, Vicuna shall have delivered to the WSC
Stockholders an opinion of its counsel dated as of the Closing to the effect
that:
(i) Vicuna is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of
incorporation;
(ii) Vicuna has authorized the execution, delivery
and performance of this Agreement by all necessary corporate action, and subject
to certain limitations, the Agreement is a
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valid and binding obligation of Vicuna enforceable in accordance with its terms.
(iii) The Vicuna Shares to be issued pursuant to
Section 2 hereof, when issued, will be duly and validly issued, fully-paid and
nonassessable; and
(iv) Vicuna has the corporate power to execute,
deliver and perform under this Agreement.
12. Conditions Precedent to the Obligations of Vicuna. All obligations
of Vicuna under this Agreement are subject to the fulfillment, prior to or at
the Closing, of each of the following conditions:
(a) The representations and warranties regarding the WSC
Stockholders and WSC contained in this Agreement or in any certificate or
document delivered pursuant to the provisions hereof shall be true in all
material respects at and as of the Closing as though such representations and
warranties were made at and as of such time.
(b) The WSC Stockholders shall have performed and complied
with, in all material respects, all covenants, agreements, and conditions
required by this Agreement to be performed or complied with by them prior to or
at the Closing;
(c) The WSC Stockholders shall deliver a letter commonly known
as an "Investment Letter," in substantially the form attached hereto and made a
part hereof as Exhibit "B", acknowledging that the Vicuna Shares are being
acquired for investment purposes.
13. Indemnification. For a period of two years from the Closing Vicuna
agrees to indemnify and hold harmless the WSC Stockholders and WSC, and the WSC
Stockholders and WSC agree to indemnify and hold harmless Vicuna at all times
after the date of this Agreement against and in respect of any liability, damage
or deficiency, all actions, suits, proceedings, demands, assessments, judgments,
costs and expenses including attorney's fees incident of any of the forgoing,
resulting from any material misrepresentations made by an indemnifying party to
an indemnified party, an indemnifying party's material breach of a covenant,
representation or warranty, or an indemnifying party's nonfulfillment of any
agreement hereunder, or from any material misrepresentation in or omission from
any certificate furnished or to be furnished hereunder.
14. Nature and Survival of Representations. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing and the consummation of the transactions contemplated hereby for two
years from the Closing. All of the parties hereto are executing and carrying out
the provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement and not upon
any investigation upon which it might have made or any representation, warranty,
agreement, promise or information, written or oral, made by the other party or
any other person other than as specifically set forth herein.
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15. Documents at Closing. At the Closing, the following documents shall
be delivered:
(a) The WSC Stockholders will deliver, or will cause to be
delivered, to Vicuna the following:
(i) a certificate executed by WSC to the effect that
to the best of its knowledge and belief all representations and warranties made
regarding WSC under this Agreement are true and correct as of the Closing, the
same as though originally given to Vicuna on said date;
(ii) certificate from the jurisdiction of
incorporation of WSC dated at or about the Closing to the effect that WSC is in
good standing under the laws of said jurisdiction;
(iii) Investment Letter in the form attached hereto
as Exhibit "B" executed by the WSC Stockholders;
(iv) corporate resolutions of WSC authorizing the
transactions described in this Agreement;
(v) such other instruments, documents and
certificates, if any, as are required to be delivered pursuant to the provisions
of this Agreement;
(vi) all other items, the delivery of which is a
condition precedent to the obligations of Vicuna, as set forth herein; and
(b) Vicuna will deliver or cause to be delivered to the WSC
Stockholders:
(i) stock certificates representing those securities
of Vicuna to be issued as a part of the exchange as described in Sections 2 and
6 hereof;
(ii) a certificate of the President and Secretary of
Vicuna, to the effect that all representations and warranties of Vicuna made
under this Agreement are true and correct as of the Closing, the same as though
originally given to the WSC Stockholders on said date;
(iii) certified copies of resolutions adopted by
Vicuna's Board of Directors and Vicuna's stockholders authorizing the
transactions described herein and all related matters;
(iv) certificates from the jurisdiction of
incorporation of Vicuna dated at or about the Closing Date that said corporation
is in good standing under the laws of said jurisdiction;
(v) opinion of Vicuna's counsel as described in
Section 11.(j) above;
(vi) such other instruments and documents as are
required to be delivered pursuant to the provisions of this Agreement;
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(vii) resignation of all of the officers and
directors of Vicuna; and
(viii) all other items, the delivery of which is a
condition precedent to the obligations of the WSC Stockholders, as set forth in
Section 11 hereof.
16. Finder's Fees. Vicuna represents and warrants to the WSC
Stockholders and WSC, and the WSC Stockholders and WSC represent and warrant to
Vicuna, that none of them, or any party acting on their behalf, has incurred any
liabilities, either express or implied, to any "broker" or "finder" or similar
person in connection with this Agreement or any of the transactions contemplated
hereby. In this regard, Vicuna on the one hand, and the WSC Stockholders and
WSC, jointly and severally, on the other hand, will indemnify and hold the other
harmless from any claim, loss, cost or expense whatsoever (including reasonable
fees and disbursements of counsel) from or relating to any such express or
implied liability.
17. Miscellaneous.
(a) Further Assurances. At any time, and from time to time,
after the Closing Date, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
(b) Waiver. Any failure on the part of any 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.
(c) Termination. All obligations hereunder may be terminated
at the discretion of either Vicuna's or WSC's board of directors if (i) the
closing conditions specified in Sections 11 and 12 are not met by May 22, 1998,
unless extended, or (ii) any of the representations and warranties made herein
have been materially breached.
(d) Amendment. This Agreement may be amended only in writing
as agreed to by all the parties hereto.
(e) 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 registered or certified mail, return
receipt requested, as follows:
If to Vicuna: 1800 E, Sahara, Suite 107
------------- Xxx Xxxxx, XX 00000
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With a copy to: Xxxxx X. Day, Esq.
--------------- Day Shell & Xxxxxxxxxxx, X.X.
00 Xxxx Xxxx Xxxxxx
Xxxxxx, XX 00000
If to WSC and the
WSC Stockholders: 0000 Xxxxxxx Xxxx, #0
----------------- Xxxx Xxxxx, XX 00000
With a copy to: Xxxxxxxx Xxxxxxx Xxxx, Esq.
--------------- 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
(f) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
(g) 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.
(h) Binding Effect. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.
(i) Entire Agreement. This Agreement and the attached Exhibits
constitute the entire agreement of the parties covering everything agreed upon
or understood with respect to the subject matter hereof. There are no oral
promises, conditions, representations, understandings, interpretations or terms
of any kind as conditions or inducements to the execution hereof.
(j) Time. Time is of the essence.
(k) Severability. If any part of this Agreement is deemed to
be unenforceable the balance of the Agreement shall remain in full force and
effect.
(l) Responsibility and Costs. All fees, expenses and
out-of-pocket costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred by the
parties hereto shall be borne solely and entirely by the party that has incurred
such costs and expenses unless such party has agreed otherwise with any such
person.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
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STOCKHOLDERS OF WSC VICUNA, INC.
CORPORATION
/s/ Xxxxxxx Xxxxx /s/ Xxxxxx Xxxxxxx
----------------- ------------------
Xxxxxxx Xxxxx Xxxxxx Xxxxxxx, President
/s/ Xxxxxx Xxxx
---------------
Xxxxxx Xxxx WORLD SEAIR CORPORATION
/s/ Xxxxxx Xxxxxxxx
-------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxxx Xxxx
----------------- -------------------
Xxxxxxx Xxxxx Xxxxxx Xxxx, President
/s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx
/s/ Xxxx Xxxx
Xxxx Xxxx
---------
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EXHIBIT "A"
WSC Stockholders:
-----------------
Name Number of WSC Number of Post-Split
---- ------------- --------------------
Shares Vicuna Shares
------ -------------
Xxxxxxx Xxxxx 2,000,000 4,000,000
Xxxxxx Xxxx 912,500 1,825,000
Xxxxxx Xxxxxxxx 50,000 100,000
Xxxxxxx Xxxxx 16,667 33,334
Xxxxxx Xxxxx 16,666 33,333
Xxxx Xxxx 16,666 33,333
There are no claims, liens or other encumbrances on the WSC Shares.
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EXHIBIT "B"
INVESTMENT LETTER
-----------------
TO THE BOARD OF DIRECTORS OF VICUNA, INC.
The undersigned hereby represents to Vicuna, Inc. (the "Corporation"),
that (1) the shares of the Corporation's common stock (the "Securities") which
are being acquired by the undersigned are being acquired for his own account and
for investment and not with a view to the public resale or distribution thereof;
(2) the undersigned will not sell, transfer or otherwise dispose of the
securities except in compliance with the Securities Act of 1933, as amended (the
"Act"); and (3) the undersigned is aware that the Securities are "restricted
securities" as that term is defined in Rule 144 or the General Rules and
Regulations under the Act.
The undersigned hereby agrees and acknowledges that he will not sell
the Securities outside of the United States in any manner which will allow the
Securities to become nonrestricted except upon registration in the United
States.
The undersigned further acknowledges that he or she has had an
opportunity to ask questions of and receive answers from duly designated
representatives of the Corporation concerning the terms and conditions pursuant
to which the Securities are being acquired. The undersigned acknowledges that he
has been afforded an opportunity to examine such documents and other information
which he or she has requested for the purpose of verifying the information set
forth in said documents.
The undersigned acknowledges and understands that the Securities are
unregistered and must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available.
The undersigned further acknowledges that he is fully aware of the
applicable limitations on the resale of the Securities. These restrictions for
the most part are set forth in Rule 144. The Rule permits sales of "restricted
securities" upon compliance with the requirements of such Rule. If the Rule is
available to the undersigned, the undersigned may make only routine sales of
securities, in limited amounts, in accordance with the terms and conditions of
that Rule.
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Any and all certificates representing the Securities, and any and all
Securities issued in replacement thereof or in exchange therefor, shall bear the
following legend, which the undersigned has read and understands:
The Securities represented by this Certificate have not been registered
under the Securities Act of 1933 (the "Act") and are "restricted
securities" as that term is defined in Rule 144 under the Act. The
Securities may not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act or
pursuant to an exemption from registration under the Act, the
availability of which is be established to the satisfaction of the
Corporation.
The undersigned further agrees that the Corporation shall have the
right to issue stop-transfer instructions to its transfer agent and acknowledges
that the Corporation has informed the undersigned of its intention to issue such
instructions.
Very truly yours,
Date: , 1998
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