AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION, dated as of the day immediately
preceding the effective date of the initial public offering of securities of
International Plastic Technologies, Inc. (the "Effective Date"), among
International Plastic Technologies, Inc., a Delaware corporation ("IPT"),
Compact Disc Packaging Corp., a Delaware corporation ("Compact Disc"), and Xxxxx
Xxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxx (collectively the "Shareholders").
1. PLAN OF REORGANIZATION
Kassel, Xxxxxxxx and Xxxxx are the owners of one hundred (100%) percent
of the issued and outstanding shares of stock of Compact Disc, which consists of
five hundred (500) shares of common stock with a par value of $.01 per share. It
is the intention of Kassel, Xxxxxxxx and Xxxxx that each of the shareholders
signing at the foot of this agreement (provided such signing shareholders
represent eighty (80%) percent or more of the total shares of Compact Disc)
shall exchange with IPT shares of Compact Disc for common shares of IPT (the
"Reorganization").
2. EXCHANGE OF SHARES
Each of the shareholders signing at the foot of this agreement
(provided such signing shareholders represent eighty (80%) percent or more of
the voting shares of Compact Disc) shall exchange with IPT shares of Compact
Disc for common shares of IPT. The following number of shares of IPT will, on
the closing date, as hereinafter defined, be delivered to the individual
Shareholders in exchange for their Compact Disc shares as set forth below:
Shareholder No. of Shares of No. of Shares of IPT
Compact Disc to be Issued
Kassel 225 200,000
Xxxxxxxx 225 200,000
Xxxxx 50 45,000
Such shares shall be issued in certificates of such denominations, amounts, and
names as may be requested by the respective Shareholders. The Shareholders
represent and warrant that they will hold such common shares of IPT for
investment purpose only.
3. DELIVERY OF SHARES
On the closing date, the Shareholders will deliver certificates for the
shares of Compact Disc duly endorsed so as to make IPT the sole owner thereof,
free and clear of all claims and encumbrances; and on such closing date,
delivery of the common shares of IPT, on which documentary stamp taxes will have
been paid by IPT, will be made to the Shareholders as above set forth.
4. CLOSING
The closing of the reorganization shall take place at the offices of
Xxxxxxx Xxxxxxxxxx & Xxxxxx, LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
on the Effective Date (the "Closing").
5. REPRESENTATIONS OF SHAREHOLDERS
The Shareholders represent and warrant as follows:
(a) As of the closing date they will be the sole owners of the shares
appearing of record in their names; such shares will be free from claims, liens,
or other encumbrances; and they will have the unqualified right to transfer such
shares.
(b) The shares constitute validly issued shares of Compact Disc, fully
paid and nonassessable.
(c) As of the closing date, Compact Disc will be in good standing as a
Delaware corporation.
(d) The Shareholders represent and warrant (i) that the shares to be
acquired pursuant to this Agreement will be acquired for his or her own account
and not with a view to, or present intention of, distribution thereof in
violation of the Securities Act of 1933, as amended (the "Securities Act"), and
will not be disposed of in contravention of the Securities Act or this
2
Agreement; (ii) that he or she is able to bear the economic risk of an
investment in the shares for an indefinite period of time inasmuch as the shares
have not been registered under the Securities Act and, therefore, cannot be sold
unless subsequently registered under the Securities Act or an exemption from
such registration is available; and (iii) that he or she has had an opportunity
to ask questions and receive answers concerning the terms and conditions of the
offering of the shares and has had full access to such other information
concerning IPT and its subsidiaries as he or she has requested.
6. REPRESENTATIONS OF ACQUIRING CORPORATION
IPT represents and warrants as follows:
(a) As of the closing date, the IPT shares to be delivered to the
Shareholders will constitute the valid and legally issued shares of IPT, fully
paid and nonassessable, and will be legally equivalent in all respects to the
common share of stock of IPT issued and outstanding as of the date of the
closing.
(b) The officers of IPT are duly authorized to execute this agreement.
(c) There are no substantial liabilities, either fixed or contingent of
IPT other than contracts or obligations in the usual course of business; and no
such contracts or obligations in the usual course of business are liens or other
liabilities which, if disclosed, would alter substantially the financial
condition of IPT as of the closing date.
(d) IPT is not involved in any pending litigation or governmental
investigation or proceeding.
(e) As of the closing date, IPT will be in good standing as a Delaware
corporation.
(f) The shares of Compact Disc are being acquired by IPT as an
investment, and there is no present intention on the part of IPT to dispose of
such shares.
7. PROHIBITED ACTS
Compact Disc agrees not to do any of the following things prior to the
closing date, and the Shareholders agree that prior to the closing date they
will not request or permit Compact Disc to do any of the following things:
3
(a) Declare or pay any dividends or other distributions on its
stock or purchase or redeem any of its shares;
(b) Issue any shares or other securities, including any right
or option to purchase or otherwise acquire any of its shares, or issue any notes
or other evidences of indebtedness not in the usual course of business;
8. DELIVERY OF RECORDS
The Shareholders agree that on or before the closing date they will
cause to be delivered to IPT such corporate records or other documents of
Compact Disc as IPT may request.
9. INVESTIGATIONS; SURVIVAL OF WARRANTIES
The respective representations and warranties of Compact Disc and IPT
contained herein or in any certificates or other documents delivered prior to or
at the Closing shall not be deemed waived or otherwise affected by any
investigation made by any party to the agreement. Each and every such
representation and warranty shall expire and be terminated and extinguished on
the first anniversary of the Reorganization.
10. NOTICES
All notices and other communications shall be in writing and shall be
deemed given if delivered personally or mailed by registered or certified mail
(return receipt requested) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice; provided that
notices of a change of address shall be effective only upon receipt thereof):
(a) if to IPT to:
International Plastic Technologies, Inc.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
4
with a copy to:
Xxxxxxx Xxxxxxxxxx & Xxxxxx, LLP
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(b) if to Compact Disc to:
Compact Disc Packaging
000 Xxxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
(c) if to Kassel to:
Xxxxx Xxxxxx
000 Xxxx 00xx Xxxxxx, Xxx. 00X
Xxx Xxxx, Xxx Xxxx 00000
(d) if to Xxxxxxxx to;
Xxxxxx Xxxxxxxx
0000 Xxxxx Xxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000
(e) if to Xxxxx to:
Xxxxx Xxxxx
000 0xx Xxxxxx, Xxx. 0X
Xxxxxxxx, Xxx Xxxx 00000
12. ASSIGNMENT; PARTIES IN INTEREST
This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other parties. This Agreement is
not intended to confer upon any other person except the parties any rights or
remedies hereunder.
5
13. GOVERNING LAW
This Agreement shall be governed by the laws of the State of New York
(regardless of the laws that might otherwise govern under applicable principles
of conflicts of law) as to all matters, including but not limited to matters of
validity, construction, effect, performance and remedies.
14. COUNTERPARTS
This Agreement may be executed 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.
15. INTERPRETATION
The article and section headings contained in this Agreement are solely
for the purpose of reference, are not part of the agreement of the parties and
shall not in any way affect the meaning or interpretation of this Agreement.
16. ENTIRE AGREEMENT
This Agreement, including the documents and instruments referred to
herein, embodies the entire agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, representations, warranties, covenants or undertakings, other than
those expressly set forth or referred to herein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.
6
IN WITNESS WHEREOF, Compact Disc, IPT and the Shareholders have caused
this agreement to be signed by their respective duly authorized officers as of
the date first above written.
Compact Disc Packaging Corp.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx Xxxxxx, President
International Plastic Technologies, Inc.
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxx, President
/s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxx
------------------------------------
Xxxxx Xxxxx
7
