Exhibit 2.1
SECURITIES EXCHANGE AGREEMENT
SECURITIES EXCHANGE AGREEMENT ("this Agreement") dated as of September
17, 2001 by and between 0XXXXXXXX.XXX HOLDINGS, INC., a Delaware corporation
("1STOP"), and the individuals whose names appear on the signature page hereof,
each being a shareholder (the "Shareholders") of GLOBAL ENERGY & ENVIRONMENTAL
RESEARCH, INC., a Florida corporation ("Global").
W I T N E S S E T H:
WHEREAS, as of August 27, 2001 there are 5,200,167 outstanding shares
of the common stock, $.001 par value of Global (the "Global Stock") all of which
are owned beneficially and of record, by the Shareholders who together own 100%
of the issued and outstanding shares of Global Stock, each owning the number of
shares set forth opposite their respective names on the signature page hereof.
WHEREAS, 1STOP proposes to exchange all of the outstanding shares of
Global in exchange for the issuance of an aggregate of 9,375,000 post-split
shares (described below) of 1STOP's common stock ("1STOP Stock"), representing
approximately 75% of the post-closing, post-split issued and outstanding 1STOP
Stock at a closing provided for in Section 2 of this Agreement.
WHEREAS, the Board of Directors of 1STOP and Global have determined
that it is desirable to effect a plan of reorganization meeting the requirement
of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended and the
parties intend that the issuance of the 1STOP Stock and exchange for the Global
Stock shall qualify as a "tax free" reorganization as contemplated by the
provisions of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants, agreements, representations and warranties contained herein,
the parties hereto agree as follows:
ARTICLE 1
ISSUANCE AND EXCHANGE OF SHARES
1.1 Issuance and Exchange. At Closing to be held in accordance with the
provisions of Article 2 below and subject to the terms and agreements set forth
herein, 1STOP agrees to issue each of the Shareholders who agree, severally and
jointly, to exchange the number of authorized and newly issued shares of 1STOP
Stock determined as provided in Section 1.2 below for each share of Global Stock
owned by them. In consideration for the shares of 1STOP Stock to be exchanged,
the Shareholders each shall deliver to 1STOP stock certificates evidencing their
ownership of Global, together with duly executed stock powers to effectuate the
transfer.
1.2 Exchange Ratio.
(a) At Closing, subject to the reverse stock split discussed in
Section 4.3 below, 1STOP shall exchange 1.802827 post-split
shares of 1STOP Stock for each share of Global Stock in
accordance with the distribution shown on the signature page
hereof and as full consideration for the Global Stock.
(b) No fractional shares of 1STOP Stock will be issued to any
Shareholder. Accordingly, Shareholders who would otherwise be
entitled to receive fractional shares of 1STOP Stock will,
upon surrender of their certificate representing the
fractional shares of Global Stock, receive a full share if the
fractional share exceeds fifty percent (50%) and if the
fractional share is less than fifty percent (50%) the
fractional share shall be canceled.
(c) An aggregate of 9,375,000 post-split shares of 1STOP Stock
shall be exchanged by and issued to all of the Global
Shareholders.
ARTICLE 2
CLOSING
2. Closing.
The consummation of the exchange by the Shareholders (the Closing")
shall occur at the offices of Global Energy & Environmental Research, Inc.,
00000 X. Xxxxxxxx Xxxxxx, Xxxx, Xxxxxxx 00000, on the 5th day of September,
2001, or at such other place and/or on such other time and date as the parties
may agree upon (the "Closing Date"). If the Closing fails to occur by October 1,
2001, or by such later date to which the Closing may be extended as provided
hereinabove, this Agreement shall automatically terminate, all parties shall pay
their own expenses incurred in connection herewith, and no party hereto shall
have any further obligations hereunder; provided, however, that no such
termination shall constitute a waiver by any party or parties which is/are not
in default of any of its or their respective representations, warranties or
covenants if any other party or parties is in default of any of its or their
respective representations, warranties or covenants under this Agreement. At the
Closing, as conditions thereto:
2.1 Deliveries by 1STOP.
1STOP shall deliver, or cause to be delivered to the Shareholders:
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(a) As soon after the Closing as is feasibly possible and no later
than three business days from the Closing, certificates for
the shares of 1STOP Stock being exchanged for their respective
accounts, in form and substance reasonably satisfactory to the
Shareholders and their counsel;
(b) The certificates, resolutions, opinions and resignations
specified in Article 6 below;
(c) All of the books and records of 1STOP.
2.2 Shareholders' Deliveries.
The Shareholders shall deliver to 1STOP:
(a) As soon after the Closing as is feasibly possible and no later
than three business days from the Closing, a stock certificate
or certificates evidencing the ownership of each Shareholder,
of all shares of Global Stock currently owned by them,
respectively, duly endorsed for transfer to 1STOP; and
(b) The certificates, resolutions and opinions specified in
Article 5 below.
ARTICLE 3
REPRESENTATIONS OF ALL SHAREHOLDERS
All of the Shareholders hereby represent and warrant to 1STOP as
follows (it being acknowledged that 1STOP is entering into this Agreement in
material reliance upon each of the following representations and warranties, and
that the truth and accuracy of each, as evidenced by their signature set forth
on the signature page, constitutes a condition precedent to the obligations of
1STOP hereunder):
3.1 Ownership of Stock. The Shareholders are the lawful owners of the
shares of Global Stock to be transferred to 1STOP, free and clear of all
preemptive or similar rights, liens, encumbrances, restrictions and claims of
every kind, and the delivery to 1STOP of the Global Stock pursuant to the
provisions of this Agreement will transfer to 1STOP valid title thereto, free
and clear of all liens, encumbrances, restrictions and claims of every kind. All
of the shares of Global Stock to be exchanged herein have been duly authorized
and validly issued and are fully paid and nonassessable.
3.2 Authority to Execute and Perform Agreement; No Breach. Each
Shareholder has the full legal right and power and all authority and approval
required to enter into, execute and deliver this Agreement, and to sell, assign,
transfer and convey the Global Stock and to perform fully their respective
obligations hereunder. This Agreement has been duly executed and delivered by
each Shareholder and, assuming due execution and delivery by, and enforceability
against 1STOP, constitutes the valid and binding obligation of each Shareholder
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enforceable in accordance with its terms, subject to the qualifications that
enforcement of the rights and remedies created hereby is subject to (i)
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors, and (ii) general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law). No approval or consent of, or filing with, any
governmental or regulatory body, and no approval or consent of, or filing with,
any other person is required to be obtained by the Shareholders or in connection
with the execution and delivery by the Shareholders of this Agreement and
consummation and performance by them of the transactions contemplated hereby.
The execution, delivery and performance of this Agreement by each
Shareholder and the consummation of the transactions contemplated hereby in
accordance with the terms and conditions hereof by each Shareholder will not:
(a) violate, conflict with or result in the breach of any of the
terms of, or constitute (or with notice or lapse of time or
both would constitute) a default under, any contract, lease,
agreement or other instrument or obligation to which a
Shareholder is a party or by or to which any of the properties
and assets of any of the Shareholders may be bound or subject;
(b) violate any order, judgment, injunction, award or decree of
any court, arbitrator, governmental or regulatory body, by
which a Shareholder or the securities, assets, properties or
business of any of them is bound; or
(c) violate any statute, law or regulation.
3.3 Securities Matters.
(a) The Shareholders have been advised that the 1STOP Shares have
not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities act in
reliance on exemptions therefrom.
(b) The 1STOP Shares are being acquired solely for each
Shareholder's own account, for investment and are not being
acquired with a view to or for the resale, distribution,
subdivision or fractionalization thereof, the Shareholders
have no present plans to enter into any such contract,
undertaking, agreement or arrangement and each Shareholder
further understands that the 1STOP Shares, may only be resold
pursuant to a registration statement under the Securities Act,
or pursuant to some other available exemption;
(c) The Shareholders acknowledge, in connection with the exchange
of the 1STOP Shares, that no representation has been made by
representatives of 1STOP regarding its business, assets or
prospects other than that set forth herein and that each is
relying upon the information set forth in the filings made by
1STOP pursuant to Section 13 of the Securities Exchange Act of
1934, as amended and such other representations and warranties
as set forth in this Agreement.
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(d) The Shareholders acknowledge that they are either an
"accredited investor" with the meaning of Regulation D under
the Securities Act or they have sufficient knowledge and
experience in financial matters to be capable of evaluating
the merits and risks of exchanging their Global Shares for
1STOP Shares and they are able to bear the economic risk of
the transactions contemplated hereby.
(e) The Shareholders agree that the certificate or certificates
representing the 1STOP Shares will be inscribed with
substantially the following legend:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933. The securities have been acquired
for investment and may not be sold, transferred assigned in the absence of an
effective registration statement for these securities under the Securities Act
of 1933 or an opinion of 1STOP's counsel that registration is not required under
said Act."
ARTICLE 4
REPRESENTATIONS OF PRINCIPAL SHAREHOLDERS
The Principal Shareholders (as indicated on the signature page hereof)
hereby represent and warrant to 1STOP as follows:
4.1 Existence and Good Standing. Global is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida. Global has the power to own or lease its properties and assets and to
carry on its business as now being conducted. Global is duly qualified to do
business and is in good standing in the State of Florida, which is the only
jurisdictions in which the character or location of the properties owned or
leased by Global or the nature of the business conducted by Global makes such
qualification necessary.
4.2 Capital Stock. Global has an authorized capitalization consisting
of 50,000,000 shares of Common Stock, of which 5,200,167 shares are issued and
outstanding and no shares of Common Stock are held in Global's treasury. All
such outstanding shares have been duly authorized and validly issued and are
fully paid and nonassessable. There are no outstanding options, warrants,
rights, calls, commitments, conversion rights, rights of exchange, plans or
other agreements, commitments or arrangements of any character providing for the
purchase, subscription, issuance or sale of any shares of the capital stock of
Global, other than the exchange of the Global Shares as contemplated by this
Agreement.
4.3 Financial Statements and No Material Changes. Annexed hereto as
Schedule 4.3 are the audited balance sheets of Global (the "Financial
Statements").
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The Financial Statements were carefully prepared from the books and
records of Global, and contain the footnotes which would be required in audited
financial statements, present fairly the financial position, assets and
liabilities of Global and the results of its operations, for the respective
periods indicated and reflect all necessary accruals, all in conformity with
generally accepted accounting principles ("GAAP") applied on a consistent basis.
The Financial Statements contain all adjustments (consisting of only normal
recurring accruals) required to be made by GAAP, subject to normal year-end
adjustments.
Since the date of the Financial Statements, there has been (a) no
material adverse change in the assets or liabilities, or in the business or
condition, financial or otherwise, or in the results of operations or prospects
of Global, whether as a result of any legislative or regulatory change,
revocation of any license or rights to do business, fire, explosion, accident,
casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God
or other public force or otherwise and (b) no material adverse change in the
assets or liabilities, or in the business or condition, financial or otherwise,
or in the results of operations or prospects, of Global and to the best
knowledge, information and belief of Global, no fact or condition exists or is
contemplated or threatened which might cause such a change in the future.
4.4 Books and Records. The minute books of Global, all the contents of
which have been previously made available to 1STOP and their representatives,
contain accurate records of all meetings of, and corporate action taken by
(including action taken by written consent) the shareholders and Board of
Directors of Global. Global does not have any of its respective records,
systems, controls, data or information recorded, stored, maintained, operated or
otherwise wholly or partly dependent upon or held by any means (including any
electronic, mechanical or photographic process, whether computerized or not)
which (including all means of access thereto and therefrom) are not under the
exclusive ownership and direct control of Global.
4.5 Title to Properties; Encumbrances.
(a) Global has good, valid and marketable title to (a) all of its
properties and assets (real and personal, tangible and
intangible), including, without limitation, all of the
properties and assets reflected in the balance sheet included
as part of the Financial Statements, except as indicated in
the Schedules hereto; and (b) all of the properties and assets
purchased by Global since the date of the Financial Statements
all of which purchases as of a date not more than two days
prior to the date of this Agreement, have been set forth on
Schedule 4.5 attached hereto; in each case subject to no
encumbrance, lien, charge or other restriction of any kind or
character, except for (i) liens reflected in the balance
sheet, included as part of the Financial Statements; (ii)
liens consisting of zoning or planning restrictions,
easements, permits and other restrictions or limitations on
the use of real property or irregularities in title thereto
which do not materially detract from the value of, or impair
the use of, such property by Global in the operation of its
business; (iii) liens for current taxes, assessments or
governmental charges or levies on property not yet due and
delinquent; and (iv) liens described on Schedule 4.5 attached
hereto (liens of the type described in clause (i), (ii) and
(iii) above are hereinafter sometimes referred to as
"Permitted Liens").
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(b) The rights, properties and other assets presently owned,
leased or licensed, by Global reflected on the balance sheet
included in the Financial Statements or acquired since the
date of the Financial Statement include all rights, properties
and other assets necessary to permit Global to conduct its
business in the same manner as its business has heretofore
been conducted. All such properties and assets owned or leased
by Global are in satisfactory condition and repair, other than
ordinary wear and tear.
No structure or improvement on the real property leased by
Global, whether now existing or intended to be constructed
pursuant to existing plans and specifications, violates, or if
completed would violate, any applicable zoning or building
regulations or ordinances or similar federal, state or
municipal law.
4.6 Leases. Global is not a party (as lessee or lessor) to any lease.
4.7 Material Contracts. Except as set forth on Schedule 4.7 attached
hereto, Global is not bound by:
(a) any agreement, contract or commitment relating to the
employment of any person by Global, or any bonus, deferred
compensation, pension, profit sharing, stock option, employee
stock purchase, retirement or other employee benefit plan;
(b) any agreement, indenture or other instrument which contains
restrictions with respect to payment of dividends or any other
distribution in respect of its capital stock;
(c) any loan or advance to, or investment in, any individual,
partnership, joint venture, corporation, trust, unincorporated
organization, government or other entity (each a "Person") or
any agreement, contract or commitment relating to the making
of any such loan, advance or investment;
(d) any guarantee or other contingent liability in respect of any
indebtedness or obligation of any Person (other than the
endorsement of negotiable instruments for collection in the
ordinary course of business);
(e) any management service, consulting or any other similar type
contract;
(f) any agreement, contract or commitment limiting the freedom of
Global or any subsidiary to engage in any line of business or
to compete with any Person;
(g) any agreement, contract or commitment not entered into in the
ordinary course of business which involves $100,000 or more
and is not cancelable without penalty or premium within 30
days; or
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(h) any agreement, contract or commitment which might reasonably
be expected to have a potential adverse impact on the business
or operations of Global or any subsidiary; or
(i) any agreement, contract or commitment not reflected in the
Financial Statements under which Global is obligated to make
cash payments of, or deliver products or render services with
a value greater than $100,000 individually or $300,000 in the
aggregate, or receive cash payments of, or receive products or
services with a value greater than $100,000 individually or
$300,000 in the aggregate, and any other agreement, contract
or commitment which is material to the conduct of the business
of Global.
Each contract or agreement set forth on Schedule 4.7 (or not required
to be set forth on Schedule 4.7) is in full force and effect and there exists no
default or event of default or event, occurrence, condition or act (including
the consummation of the transactions contemplated hereby) which, with the giving
of notice, the lapse of time or the happening of any other event or condition,
would become a default or event of default thereunder. Global has violated any
of the terms or conditions of any contract or agreement set forth on Schedule
4.7 (or not required to be set forth on Schedule 4.7) in any material respect,
and, to the best knowledge, information and belief of Global, all of the
covenants to be performed by any other party thereto have been fully performed.
Except as set forth on Schedule 4.7, the consummation of the transactions
contemplated hereby does not constitute an event of default (or an event, which
with notice or the lapse of time or both would constitute a default) under any
such contract or agreement.
4.8 Restrictive Documents. Neither Global nor any Shareholder is
subject to, or a party to, any charter, by-law, mortgage, lien, lease, license,
permit, agreement, contract, instrument, law, rule, ordinance, regulation,
order, judgment or decree, or any other restriction of any kind or character,
which could materially adversely affect the business practices, operations or
condition of Global or any of its assets or property ("Global's Property",), or
which would prevent consummation of the transactions contemplated by this
Agreement, compliance by the Shareholders with the terms, conditions and
provisions hereof or the continued operation of "Global's Business" after the
date hereof or the Closing Date (as hereinafter defined) on substantially the
same basis as heretofore operated or which would restrict the ability of Global
to conduct business in any area.
4.9 Litigation. There is no action, suit, proceeding at law or in
equity, arbitration or administrative or other proceeding by or before (or to
the best knowledge, information and belief of the Principal Shareholders any
investigation by) any governmental or other instrumentality or agency, pending,
or, to the best knowledge, information and belief of Global, threatened, against
or affecting Global, or any of their respective properties or rights, or against
the Principal Shareholders, or any officer, director or employee of a Principal
Shareholder other than such items which are insignificant and immaterial and
which do not adversely affect (i) the right or ability of Global's Business to
carry on business as now conducted; (ii) the condition, whether financial or
otherwise, or properties of Global; or (iii) the consummation of the
transactions contemplated hereby and the Shareholders do not know of any valid
basis for any such action, proceeding or investigation. There are no outstanding
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orders, judgments, injunctions, awards or decrees of any court, governmental or
regulatory body or arbitration tribunal by which either the Principal
Shareholders or Global, or any officer, director or employee of Global, or the
securities, assets, properties or business of any of them is bound, other than
any such items which are insignificant and immaterial and which do not and will
not adversely affect (i) the right of Global to carry on its business as now
conducted and as proposed to be conducted by 1STOP after the consummation of the
transactions contemplated by this Agreement; (ii) the condition, whether
financial or otherwise, or properties of Global; or (iii) the consummation of
the transactions contemplated hereby.
4.10 Taxes. Global has filed or caused to be filed, within the times
and within the manner prescribed by law, all federal, state, local and foreign
tax returns and tax reports which are required to be filed by, or with respect
to, Global. Such returns and reports reflect accurately all liability for taxes
of Global for the periods covered thereby. All federal, state, local and foreign
income, profits, franchise, employment, sales, use, occupancy, excise and other
taxes and assessments, stock and transfer taxes (including interest and
penalties) payable by, or due from, Global have been fully paid and fully
provided for in the books and financial statements of Global. No examination of
any tax return of Global, is currently in progress. There are no outstanding
agreements or waivers extending the statutory period of limitation applicable to
any tax return of Global. There are no tax sharing contracts, agreements or
arrangements to which Global is a party and all such contracts, agreements and
arrangements have been terminated prior to the Closing Date with no liability or
obligation to Global.
4.11 Liabilities. Except as set forth on Schedule 4.11, Global on a
consolidated basis has no outstanding claims, liabilities or indebtedness,
contingent or otherwise, which are not properly reflected in the Financial
Statements in a manner consistently with past practice, other than liabilities
incurred subsequent to the Financial Statement date in the ordinary course of
business not exceeding $100,000 individually or $300,000 in the aggregate; the
reserves reflected in the Financial Statements are adequate, appropriate and
reasonable. Global is not in default in respect of the terms or conditions of
any indebtedness.
4.12 Insurance. Set forth on Schedule 4.12, attached hereto, is a brief
description of insurance policies (specifying the insurer, the policy number or
coverage note number with respect to binders and the amount of any deductible,
describing the pending claims if such claims exceed the applicable policy
limits, setting forth the aggregate amount paid out by the insurer under each
policy from December 31, 1999, through the date hereof and the aggregate limit,
if any, of the insurer's liability thereunder) which Global maintains with
respect to its business, properties or employees. Such policies are valid,
binding and enforceable in accordance with their terms and are in full force and
effect and are free from any right of termination on the part of the insurance
carriers. Such policies, with respect to their amounts and types of coverage,
are adequate to insure fully against risks to which Global and their respective
property and assets are normally exposed in the operation of their businesses.
Global is not in default with respect to any material provision in any such
policy or binder and has not failed to give any notice or present any claim
under any such policy or binder in due and timely fashion, and Global has not
received any notice of cancellation or non-renewal with respect to any such
policy or binder. Except for claims set forth on Schedule 4.12, there are no
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outstanding unpaid claims under any such policy or binder which have gone unpaid
for more than 45 days or as to which the carrier has disclaimed liability.
4.13 Intellectual Properties. The operation of the business of Global
requires no rights under Intellectual Property (as hereinafter defined) other
than rights under Intellectual Property listed on Schedule 4.13 attached hereto,
and rights granted to Global pursuant to agreements listed on Schedule 4.13.
Within the three year period immediately prior to the date of this Agreement,
the business of Global did not make use of Intellectual Property rights other
than rights under Intellectual Property listed on Schedule 4.13 and rights
granted to Global pursuant to agreements listed on Schedule 4.13. Except as
otherwise set forth on Schedule 4.13, Global owns all right, title and interest
in the Intellectual Property listed on Schedule 4.13 including, without
limitation, exclusive rights to use and license the same. Each item of
Intellectual Property listed on Schedule 4.13 has been duly registered with,
filed in, or issued by the appropriate domestic or foreign governmental agency,
to the extent required, and each such registration, filing and issuance remains
in full force and effect. Except as set forth on Schedule 4.13, no claim adverse
to the interests of Global in the Intellectual Property or agreements listed on
Schedule 4.13 has been made in litigation. To the best knowledge, information
and belief of the Principal Shareholders, no such claim has been threatened or
asserted, no basis exists for any such claim, and no Person has infringed or
otherwise violated the rights of Global in any of the Intellectual Property or
agreements listed on Schedule 4.13. Except as set forth on Schedule 4.13, no
litigation is pending wherein Global is accused of infringing or otherwise
violating the Intellectual Property right of another, or of breaching a contract
conveying rights under Intellectual Property. To the best knowledge, information
and belief of the Principal Shareholders, no such claim has been asserted or
threatened against Global, nor are there any facts that would give rise to such
a claim. For purposes of this Section 4.13, "Intellectual Property" means
domestic and foreign patents, patent applications, registered and unregistered
trade marks and service marks, trade names, registered and unregistered
copyrights, computer programs, data bases, trade secrets and proprietary
information. The Principal Shareholders will transfer any Intellectual Property
owned by it and used in Global's business to 1STOP.
4.14 Compliance with Laws. To the knowledge of Global, the Principal
Shareholders, and any officer, director or employee of Global, Global is not in
violation of any applicable order, judgment, injunction, award or decree,
related to, arising out of or affecting the business or operations of Global or
its respective properties or assets. Neither the Principal Shareholders, Global,
nor to the knowledge of Global, any officer, director or employee of Global, is
in violation of any federal, state, local or foreign law, ordinance, regulation
or any other requirement of any governmental or regulatory body, court or
arbitrator (including, without limitation, laws relating to the environment and
OSHA and the Americans with Disabilities Act) other than insignificant or
immaterial violations which do not and will not adversely affect (i) Global's
Business or Property; (ii) the business proposed to be conducted by 1STOP after
the consummation of the transactions contemplated by this Agreement; or (iii)
the consummation of the transactions contemplated by this Agreement. Each
permit, license, order or approval of any governmental or regulatory body or
other applicable authority ("Permits") that is material to the conduct of
Global's Business is in full force and effect, no violations are or have been
recorded in respect of any permit and no proceeding is pending or, to the
knowledge of the Principal Shareholders or Global, threatened, to revoke or
limit any Permit, which revocation or limitation could have an adverse effect on
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Global's Business or Property or the business to be conducted by 1STOP after the
consummation of the transactions contemplated by this Agreement. Schedule 4.14
contains a list of all Permits. Except as set forth on Schedule 4.14, no
approval or consent of any person is needed in order that the Permits continue
in full force and effect following the consummation of the transactions
contemplated by this Agreement.
4.15 Employment Relations. Global is in compliance with all Federal,
state or other applicable laws, domestic or foreign, respecting employment and
employment practices, terms and conditions of employment and wages and hours,
and has not and is not engaged in any unfair labor practice.
4.16 Employee Benefit Plans. Global has no employee welfare benefit
plan (an "Employee Welfare Plan"), as defined in Section 3(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and no employee
pension benefit plan, as defined in Section 3(2) of ERISA (an "Employee Pension
Plan").
4.17 Environmental Laws and Regulations.
(a) Global has not generated, transported or disposed of any
hazardous material (defined below) during the past three
years.
(b) Global does not have Hazardous Materials at any site or
facility owned or operated presently or at any previous time
by Global.
Global is in compliance in all material respects with all applicable
federal, state and local laws and regulations relating to product registration,
pollution control and environmental contamination including, but not limited to,
all laws and regulations governing the generation, use, collection, discharge,
or disposal of Hazardous Materials and all laws and regulations with regard to
record keeping, notification and reporting requirements respecting Hazardous
Materials. Global has not been alleged to be in violation of, and has not been
subject to any administrative or judicial proceeding pursuant to, such laws or
regulations either now or any time during the past three years. There are no
facts or circumstances which Global or the Principal Shareholders reasonably
expects could form the basis for the assertion of any Environmental Claim (as
defined below) against Global relating to environmental matters including, but
not limited to, any Environmental Claim arising from past or present
environmental practices asserted under CERCLA (as defined below) and RCRA (as
defined below), or any other federal, state or local environmental statute,
which Global or the Principal Shareholders believes might have an adverse effect
on the business, results of operations, financial condition or prospects of
Global.
For purposes of this Section 4.17, the following terms shall have the
following meanings: (A) "Hazardous Materials" shall mean materials defined as
"hazardous substances", "hazardous wastes" or "solid wastes" in (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. xx.xx. 9601--5657, and any amendments thereto ("CERCLA"); (ii) the
Resource Conservation and Recovery Act, 42 U.S.C. ss.ss.6901-6987 and any
amendments thereto ("RCRA"); and (iii) any similar federal, state or local
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environmental statute; and (B) "Environmental Claim" shall mean any and all
claims, demands, causes of actions, suits, proceedings, administrative
proceedings, losses, judgments, decrees, debts, damages, liabilities, court
costs, attorneys' fees and any other expenses incurred, assessed or sustained by
or against Global.
4.18 Interests in Clients, Suppliers, Etc. At closing and in accordance
with the respective employment agreements, no officer or director of Global
possesses, directly or indirectly, any financial interest in, or is a director,
officer or employee of, any corporation, firm, association or business
organization which is a client, supplier, customer, lessor, lessee, or
competitor or potential competitor of Global. Ownership of securities of a
company whose securities are registered under the Securities Exchange Act of
1934, as amended, not in excess of 1% of any class of such securities shall not
be deemed to be a financial interest for purposes of this Section 4.18.
4.19 Powers of Attorney and Compensation of Employees. There are no
individuals holding powers of attorney from Global. There are no officers or
employees of Global whose compensation from Global for the calendar year to date
ended on the Financial Statement date exceeded an annualize rate of $100,000.
4.20 No Changes Since Financial Statement Date. Since the Financial
Statement date, Global has not on a consolidated basis:
(a) incurred any liability or obligation of any nature (whether
accrued, absolute, contingent or otherwise), except
liabilities and obligations in the ordinary course of business
and consistent with past practice, resulting in an increase
for the liabilities shown on the Financial Statement of more
than $200,000 in the aggregate;
(b) permitted any of its assets to be subjected to any mortgage,
pledge, lien, security interest, encumbrance, restriction or
charge of any kind (other than Permitted Liens);
(c) sold, transferred or otherwise disposed of any assets except
inventory sold in the ordinary course of business and
consistent with past practice;
(d) made any single capital expenditure or commitment therefor, in
excess of $200,000 or made aggregate capital expenditures and
commitments therefor in excess of $500,000;
(e) declared or paid any dividend or made any distribution on any
shares of its capital stock, or redeemed, purchased or
otherwise acquired any shares of its capital stock or any
option, warrant or other right to purchase or acquire any such
shares;
(f) made any bonus or profit sharing distribution or payment of
any kind;
(g) increased its indebtedness for borrowed money, or made any
loan to any Person;
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(h) written off as uncollectible any notes or accounts receivable,
except immaterial write-downs or write-offs in the ordinary
course of business and consistent with past practice which do
not exceed $250,000 in the aggregate charged to applicable
reserves, and none of which individually or in the aggregate
is material to Global;
(i) granted any increase in the rate of wages, salaries, bonuses
or other remuneration or benefits of any executive employee or
other employees or consultants, and no such increase is
customary on a periodic basis or required by agreement or
understanding;
(j) canceled or waived any claims or rights of substantial value;
(k) made any change in any method of accounting or auditing
practice;
(l) otherwise conducted its business or entered into any
transaction, except in the usual and ordinary manner and in
the ordinary course of business and consistent with past
practices;
(m) paid, discharged or satisfied any claims, liabilities or
obligations (absolute, accrued, contingent or otherwise) other
than the payment, discharge or satisfaction in the ordinary
course of business and consistent with past practice of
liabilities and obligations reflected and reserved against in
Global's Financial Statements or incurred in the ordinary
course of business and consistent with past practice since the
Financial Statement date;
(n) paid, loaned or advanced any amount to, or sold, transferred
or leased any properties or assets (real, personal or mixed,
tangible or intangible to, or entered into any agreement or
arrangement of any kind with, any of its officers, directors
or shareholders or any affiliate or associate of its officers,
directors or shareholders, except compensation to officers at
rates not exceeding the rate of compensation in effect as of
the Financial Statement date;
(o) suffered any material adverse changes in its working capital,
financial condition, assets, liabilities (absolute, accrued,
contingent or otherwise), reserves, business operations or
prospects; or
(p) agreed, whether or not in writing, to do any of the foregoing.
4.21 Certain Business Practices. No officer, director, shareholder,
employee, agent or other representative of Global, or any person acting on
behalf of Global, has directly or indirectly, within the past two years, given
or agreed to give any illegal, unethical or improper gift or similar benefit to
any customer, supplier, governmental employee or other person who is or may be
in a position to help or hinder Global in connection with an actual or proposed
transaction.
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4.22 Subsidiaries. Global has no subsidiaries or interest in any
corporation, partnership, joint venture or other entity.
4.23 Disclosure. To the best of Principal Shareholder's knowledge and
belief, neither this Agreement, nor the Financial Statements referred to in
Section 4.3 hereof, any Schedule, Exhibit or certificate attached hereto or
delivered in accordance with the terms hereof or any document or statement in
writing which has been supplied by or on behalf of the Principal Shareholders or
by or on behalf of any of Global's directors or officers in connection with the
transactions contemplated by this Agreement contains any untrue statement of a
material fact, or omits any statement of a material fact necessary in order to
make the statements contained herein or therein not misleading. There is no fact
known to the Principal Shareholders or Global which could materially and
adversely affect the business, prospects or financial condition of Global or
their respective properties or assets, which has not been set forth in this
Agreement, the Financial Statements referred to in Section 4.3 hereof (including
the footnotes thereto), any Schedule, Exhibit or certificate attached hereto or
delivered in accordance with the terms hereof or any document or statement in
writing which has been supplied by or on behalf of the Shareholder or by or on
behalf of any of Global's directors or officers in connection with the
transactions contemplated by this Agreement.
4.24 Broker's or Finder's Fees. No agent, broker, person or firm acting
on behalf of the Principal Shareholders or Global is, or will be, entitled to
any commission or broker's or finder's fees from any of the parties hereto, or
from any Person controlling, controlled by or under common control with any of
the parties hereto, in connection with any of the transactions contemplated by
this Agreement.
4.25 Copies of Documents. The Principal Shareholders have caused to be
made available for inspection and copying by 1STOP and its advisers, true,
complete and correct copies of all documents referred to in this Article 4 or in
any Schedule attached hereto.
ARTICLE 5
REPRESENTATIONS OF 1STOP
1STOP represents, warrants and agrees as follows:
5.1 Organization and Corporate Power. 1STOP is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and is duly qualified and in good standing to do business as a foreign
corporation in each jurisdiction in which such qualification is required and
where the failure to be so qualified would have a materially adverse effect upon
1STOP. 1STOP has all requisite corporate power and authority to conduct its
business as now being conducted and to own and lease the properties which it now
owns and leases. 1STOP's Articles of Incorporation as amended to date, certified
by the Secretary of State for the State of Delaware, and the Bylaws of 1STOP as
amended to date, certified by the President and the Secretary of 1STOP, which
have been delivered to the Shareholders prior to the execution hereof, are true
and complete copies thereof as in effect as of the date hereof.
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5.2 Authorization. 1STOP has full power, legal capacity and authority
to enter into this Agreement, to execute all attendant documents and instruments
necessary to consummate the transaction herein contemplated, and to exchange the
1STOP Shares with the Shareholders, and to perform all of its obligations
hereunder. This Agreement and all other agreements, documents and instruments to
be executed in connection herewith have been effectively authorized by all
necessary action, corporate or otherwise, on the part of 1STOP, which
authorizations remain in full force and effect, have been duly executed and
delivered by 1STOP, and no other corporate proceedings on the part of 1STOP are
required to authorize this Agreement and the transactions contemplated hereby,
except as specifically set forth herein. This Agreement constitutes the legal,
valid and binding obligation of 1STOP and is enforceable with respect to 1STOP
in accordance with its terms, except as enforcement hereof may be limited by
bankruptcy, insolvency, reorganization, priority or other laws or court
decisions relating to or affecting generally the enforcements of creditors'
rights or affecting generally the availability of equitable remedies. Neither
the execution and delivery of this Agreement, nor the consummation by 1STOP of
any of the transactions contemplated hereby, or compliance with any of the
provisions hereof, will (i) conflict with or result in a breach or, violation
of, or default under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, lease, credit agreement or other agreement,
document, instrument or obligation (including, without limitation, any of its
charter documents) to which 1STOP is a party or by which 1STOP or any of its
assets or properties may be bound, or (ii) violate any judgment, order,
injunction, decree, statute, rule or properties of 1STOP. No authorization,
consent or approval of any public body of authority or any third party is
necessary for the consummation by 1STOP of the transactions contemplated by this
Agreement.
5.3 Capitalization. The authorized capital stock of 1STOP consists of
50,000,000 shares of Common Stock, $.001 par value and 500,000 shares of
Preferred Stock, $.001 par value. As of the date of Closing, there will be
12,078,775 shares of 1STOP's Common Stock issued and outstanding. No shares of
Preferred Stock are now or will, at the time of closing be issued and
outstanding. As of the date of Closing, the Board of Directors and a majority of
shareholders of 1STOP will have duly authorized an amendment of 1STOP's Articles
of Incorporation so as to approve a 1 for 10 reverse common stock split, change
the name of the company, approve an equity incentive plan, and change its
accounting firm. Said amendment to the Articles of Incorporation will be duly
and properly filed as soon after Closing as is feasibly possible. All of the
outstanding shares of 1STOP Common Stock have been, and all of 1STOP's Common
Stock to be issued and sold to each Shareholder pursuant to this Agreement, when
issued and delivered as provided herein will be duly authorized, validly issued,
fully paid and non-assessable and free of preemptive or similar rights. There
are no options, warrants, rights, agreements or commitments of any character
obligating 1STOP contingently or otherwise to issue any shares or to register
any shares of its capital stock under any applicable federal or state securities
laws.
5.4 Financial Statements.
(a) To management's knowledge and belief, 1STOP's financial
statements contained in its Form 10-KSB filing for the fiscal
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year ended December 31, 2000, its Form 10-QSB filings for the
quarter period ended June 30, 2001, (collectively "1STOP's
Financial Statements") are complete in material respects and
have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout
the periods indicated. To management's knowledge and belief,
1STOP's Financial Statements accurately set out and describe
the financial condition and operating results of 1STOP as of
the dates, and for the periods indicated therein, subject to
normal year-end audit adjustments. Except as set forth in
1STOP's Financial Statements and to management's knowledge and
belief, 1STOP has no liabilities, contingent or otherwise,
other than (i) liabilities incurred in the ordinary course of
business subsequent to June 30, 2001 and (ii) obligations
under contracts and commitments incurred in the ordinary
course of business and not required under generally accepted
accounting principles to be reflected in 1STOP's Financial
Statements. 1STOP maintains and will continue to maintain a
standard system of accounting established and administered in
accordance with generally accepted accounting principles.
(b) To management's knowledge and belief, except as set forth in
Schedule 5.4, since June 30, 2001 there has been (i) no
material adverse change in the assets or liabilities, or in
the business or condition, financial or otherwise, or in the
results of operations or prospects, of 1STOP whether as a
result of any legislative or regulatory change, revocation of
any license or rights to do business, fire, explosion,
accident, casualty, labor trouble, flood, drought, riot,
storm, condemnation or act of God or other public force or
otherwise and (ii) no material adverse change in the assets or
liabilities, or in the business or condition, financial or
otherwise, or in the results of operations or prospects, of
1STOP and to the best knowledge, information and belief of
1STOP, no fact or condition exists or is contemplated or
threatened which might cause such a change in the future.
5.5 Subsidiaries. 1STOP has no subsidiaries and no investments,
directly or indirectly, or other financial interest in any other corporation or
business organization, joint venture or partnership of any kind whatsoever.
5.6. Absence of Undisclosed Liabilities. To management's knowledge and
belief, except as and to the extent reflected or reserved against in the most
recent balance sheet included in the 1STOP's Financial Statements, 1STOP has no
liability(s) or obligation(s) (whether accrued, to become due, contingent or
otherwise) which individually or in the aggregate could have a materially
adverse effect on the business, assets, properties, condition (financial or
otherwise) or prospects of 1STOP. Except as disclosed on Schedule 5.6 hereto,
there are no material changes in the business of 1STOP. At Closing, 1STOP shall
have no assets and no liabilities.
5.7 No Pending Material Litigation or Proceedings. There are no
actions, suits or proceedings pending or, to the best of 1STOP's knowledge,
threatened against or affecting 1STOP (including actions, suits or proceedings
where liabilities may be adequately covered by insurance) at law or in equity or
before or by any federal, state, municipal or other governmental department,
16
commission, court, board, bureau, agency or instrumentality, domestic or
foreign, or affecting any of the officers or directors of 1STOP in connection
with the business, operations or affairs of 1STOP, which might result in any
adverse change in the business, properties or assets, or in the condition
(financial or otherwise) of 1STOP, or which might prevent the sale of the
transactions contemplated by this Agreement. 1STOP is not subject to any
voluntary or involuntary proceeding under the United States Bankruptcy Code and
has not made an assignment for the benefit of creditors.
5.8 Disclosure. Neither this Agreement, nor any certificate, exhibit,
or other written document or statement, furnished to the Shareholders by 1STOP
in connection with the transactions contemplated by this Agreement contains or
will contain any untrue statement of a material fact or omits or will omit to
state a material fact necessary to be stated in order to make the statements
contained herein or therein not misleading.
5.9 Tax Returns and Payments. All tax returns and reports, including,
without limitation, all foreign returns and reports, of 1STOP required by law to
be filed have been duly filed, and all taxes, assessments, fees and other
governmental charges heretofore levied upon any properties, assets, income or
franchises of 1STOP which are due and payable have been paid, except as
otherwise reflected in the Financial Statements. No extension of time for the
assessment of deficiencies in any federal or state tax has been requested of or
granted by 1STOP.
5.10 Compliance with Law and Government Regulations. To management's
knowledge and belief, 1STOP is in compliance with all applicable statutes,
regulations, decrees, orders, restrictions, guidelines and standards, whether
mandatory or voluntary, imposed by the United States of America, any state,
county, municipality or agency of any thereof, and any foreign country or
government to which 1STOP is subject. Without limiting the generality of the
foregoing, 1STOP has filed all reports and statements required to be filed
pursuant to the Securities Act of 1933 (the "1933 Act") and Securities Exchange
Act of 1934 (the "1934 Act") including all periodic reports required under the
Section 13 or 15 of the 1934 Act and Form SR reports under Rule 463 of the 1933
Act. Each of such reports was complete, did not contain any material
misstatement of or omit to state any material fact.
5.11 Books and Records. The minute books of 1STOP, all the contents of
which have been previously made available to Global and their representatives,
to management's knowledge and belief, contain accurate records of all meetings
of, and corporate action taken by (including action taken by written consent)
the shareholders and Board of Directors of 1STOP. 1STOP does not have any of its
respective records, systems, controls, data or information recorded, stored,
maintained, operated or otherwise wholly or partly dependent upon or held by any
means (including any electronic, mechanical or photographic process, whether
computerized or not) which (including all means of access thereto and therefrom)
are not under the exclusive ownership and direct control of 1STOP.
5.12 Material Contracts. 1STOP is not bound by:
(a) any agreement, contract or commitment relating to the
employment of any person by 1STOP, or any bonus, deferred
compensation, pension, profit sharing, stock option, employee
stock purchase, retirement or other employee benefit plan;
17
(b) any agreement, indenture or other instrument which contains
restrictions with respect to payment of dividends or any other
distribution in respect of its capital stock;
(c) any loan or advance to, or investment in, any individual,
partnership, joint venture, corporation, trust, unincorporated
organization, government or other entity (each a "Person") or
any agreement, contract or commitment relating to the making
of any such loan, advance or investment;
(d) any guarantee or other contingent liability in respect of any
indebtedness or obligation of any Person (other than the
endorsement of negotiable instruments for collection in the
ordinary course of business);
(e) any management service, consulting or any other similar type
contract;
(f) any agreement, contract or commitment limiting the freedom of
1STOP or any subsidiary to engage in any line of business or
to compete with any Person;
(g) any agreement, contract or commitment not entered into in the
ordinary course of business which involves $100,000 or more
and is not cancelable without penalty or premium within 30
days; or
(h) any agreement, contract or commitment which might reasonably
be expected to have a potential adverse impact on the business
or operations of 1STOP or any subsidiary; or
(i) any agreement, contract or commitment not reflected in the
Financial Statement under which 1STOP or any subsidiary is
obligated to make cash payments of, or deliver products or
render services with a value greater than $100,000
individually or $300,000 in the aggregate, or receive cash
payments of, or receive products or services with a value
greater than $100,000 individually or $300,000 in the
aggregate, and any other agreement, contract or commitment
which is material to the conduct of the business of 1STOP.
Each contract or agreement set forth on Schedule 5.12 (or not required
to be set forth on Schedule 5.12) is in full force and effect and there exists
no default or event of default or event, occurrence, condition or act (including
the consummation of the transactions contemplated hereby) which, with the giving
of notice, the lapse of time or the happening of any other event or condition,
would become a default or event of default thereunder. To management's knowledge
and belief, 1STOP has not violated any of the terms or conditions of any
contract or agreement set forth on Schedule 5.12 (or not required to be set
forth on Schedule 5.12) in any material respect, and, to the knowledge and
belief of 1STOP, all of the covenants to be performed by any other party thereto
have been fully performed. Except as set forth on Schedule 5.12, the
consummation of the transactions contemplated hereby does not constitute an
18
event of default (or an event, which with notice or the lapse of time or both
would constitute a default) under any such contract or agreement.
5.13 Taxes. To management's knowledge and belief, 1STOP has filed or
caused to be filed, within the times and within the manner prescribed by law,
all federal, state, local and foreign tax returns and tax reports which are
required to be filed by, or with respect to, 1STOP. Such returns and reports
reflect accurately all liability for taxes of 1STOP for the periods covered
thereby. All federal, state, local and foreign income, profits, franchise,
employment, sales, use, occupancy, excise and other taxes and assessments, stock
and transfer taxes (including interest and penalties) payable by, or due from,
1STOP have been fully paid and fully provided for in the books and financial
statements of 1STOP. No examination of any tax return of 1STOP is currently in
progress. There are no outstanding agreements or waivers extending the statutory
period of limitation applicable to any tax return of 1STOP. There are no tax
sharing contracts, agreements or arrangements to which 1STOP is a party and all
such contracts, agreements and arrangements have been terminated prior to the
Closing Date with no liability or obligation to 1STOP.
5.14 Liabilities. To management's knowledge and belief, 1STOP has no
outstanding claims, liabilities or indebtedness, contingent or otherwise, which
are not properly reflected in the Financial Statements in a manner consistently
with past practice, other than liabilities incurred subsequent to the Financial
Statement date in the ordinary course of business not exceeding $100,000
individually or $300,000 in the aggregate; the reserves reflected in the
Financial Statements are adequate, appropriate and reasonable. 1STOP is not in
default in respect of the terms or conditions of any indebtedness.
5.15 Compliance with Laws. 1STOP is not, nor to the knowledge of 1STOP,
any officer, director or employee of 1STOP, in violation of any applicable
order, judgment, injunction, award or decree, related to, arising out of or
affecting the business or operations of 1STOP or its properties or assets. 1STOP
is not, nor to the knowledge of 1STOP, any officer, director or employee of
1STOP, in violation of any federal, state, local or foreign law, ordinance,
regulation or any other requirement of any governmental or regulatory body,
court or arbitrator (including, without limitation, laws relating to the
environment and OSHA and the Americans with Disabilities Act) other than
insignificant or immaterial violations which do not and will not adversely
affect (i) 1STOP's Business or Property; (ii) the business proposed to be
conducted by Global after the consummation of the transactions contemplated by
this Agreement; or (iii) the consummation of the transactions contemplated by
this Agreement. Each permit, license, order or approval of any governmental or
regulatory body or other applicable authority ("Permits") that is material to
the conduct of 1STOP's Business is in full force and effect, no violations are
or have been recorded in respect of any permit and no proceeding is pending or,
to the knowledge of 1STOP, threatened, to revoke or limit any Permit, which
revocation or limitation could have an adverse effect on 1STOP's Business or
Property or the business to be conducted by 1STOP after the consummation of the
transactions contemplated by this Agreement. Schedule 5.15 contains a list of
all Permits. No approval or consent of any person is needed in order that the
Permits continue in full force and effect following the consummation of the
transactions contemplated by this Agreement.
19
5.16 Employment Relations. 1STOP is in compliance with all Federal,
state or other applicable laws, domestic or foreign, respecting employment and
employment practices, terms and conditions of employment and wages and hours,
and has not and is not engaged in any unfair labor practice.
5.17 Employee Benefit Plans. 1STOP has no employee welfare benefit plan
(an "Employee Welfare Plan"), as defined in Section 3(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and no employee
pension benefit plan, as defined in Section 3(2) of ERISA (an "Employee Pension
Plan").
5.18 Broker's or Finder's Fees. No agent, broker, person or firm acting
on behalf of 1STOP is, or will be, entitled to any commission or broker's or
finder's fees from Global or from any Person controlling, controlled by or under
common control with any of the parties hereto, in connection with any of the
transactions contemplated herein.
ARTICLE 6
CONDITIONS TO 1STOP's OBLIGATIONS
The exchange of the Global Shares by 1STOP on the Closing Date is
conditioned upon satisfaction, on or prior to such date, of the following
conditions:
6.1 Opinion of Global's Counsel. Global shall have furnished 1STOP with
a favorable opinion of Global's counsel, dated the Closing Date, in form and
substance satisfactory to 1STOP.
6.2 Good Standing and Other Certificates. Global shall have delivered
to 1STOP:
(a) copies of certificates of incorporation, all amendments
thereto, in each case certified by the Secretary of State or
other appropriate official of its jurisdiction of
incorporation;
(b) a certificate from the Secretary of State or other appropriate
official of their respective jurisdictions of incorporation to
the effect that Global is in good standing or subsisting in
such jurisdiction and listing all charter documents including
all amendments thereto, on file;
(c) a copy of the Bylaws of Global, certified by the respective
Secretary of each entity as being true and correct and in
effect on the Closing Date.
(d) a resolution of Global's Board of Directors certified by their
respective Secretary approving the transactions contemplated
hereby and authorizing the President and Secretary of each
entity to execute this Agreement and all documents necessary
to consummate the sale of the Shares.
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6.3 Officer Certificate. Global shall deliver a certificate of its
President stating the following:
(a) Certain Agreements. Except as listed on Schedule 4.7 hereto
there are no management or consulting agreements with any
third parties to provide services to Global.
(b) No Material Adverse Change. Prior to the Closing Date, there
shall be no material adverse change in the assets or
liabilities, the business or condition, financial or
otherwise, the results of operations, or prospects of Global,
whether as a result of any legislative or regulatory change,
revocation of any license or rights to do business, fire,
explosion, accident, casualty, labor trouble, flood, drought,
riot, storm, condemnation or act of God or other public force
or otherwise.
(c) Truth of Representations and Warranties. The representations
and warranties of Global contained in this Agreement or in any
Schedule attached hereto shall be true and correct on and as
of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such
date.
(d) Performance of Agreements. All of the agreements of Global to
be performed on or before the Closing Date pursuant to the
terms hereof shall have been duly performed.
(e) No Litigation Threatened. No action or proceedings shall have
been instituted or threatened before a court or other
government body or by any public authority to restrain or
prohibit any of the transactions contemplated hereby.
6.4 Chief Financial Officer's Letter. 1STOP shall have received a
letter from Global's Chief Financial Officer, dated the Closing Date, in form
and substance satisfactory to them.
6.5 Governmental Approvals. All governmental and other consents and
approvals, if any, necessary to permit the consummation of the transactions
contemplated by this Agreement shall have been received.
6.6 Proceedings. All proceedings to be taken in connection with the
transactions contemplated by this Agreement and all documents incident thereto
shall be satisfactory in form and substance to 1STOP and their counsel, and
1STOP shall have received copies of all such documents and other evidences as
they or their counsel may reasonably request in order to establish the
consummation of such transactions and the taking of all proceedings in
connection therewith.
6.7 Audited Financial Statements. The completion and delivery of
Global's financial statements together with an unqualified auditors report
(except as to going concern).
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6.8 Closing. The transactions contemplated by this Agreement shall have
been consummated by October 1, 2001.
ARTICLE 7
CONDITIONS TO THE OBLIGATIONS OF
THE SHAREHOLDERS AND GLOBAL
The obligations of the Shareholders and Global on the Closing Date are
conditioned upon satisfaction, on or prior to such date, of the following
conditions:
7.1 Good Standing Certificates. 1STOP shall have delivered to the
Shareholders:
(a) copies of the Articles of Incorporation of 1STOP, including
all amendments thereto, certified by the Secretary of State of
the State of Delaware; and
(b) certificate from the Secretary of State of the State of
Delaware to the effect that 1STOP is in good standing in such
State and listing all charter documents, including all
amendments thereto, of 1STOP on file.
7.2 Truth of Representations and Warranties. The representations and
warranties of 1STOP contained in this Agreement shall be true and correct on and
as of the Closing Date with the same effect as though such representations and
warranties had been made on and as of such date, and 1STOP shall have delivered
to Global a certificate, dated the Closing Date, to such effect.
7.3 Governmental Approvals. All governmental consents and approvals, if
any, necessary to permit the consummation of the transactions contemplated by
this Agreement shall have been received.
7.4 Performance of Agreements. All of the agreements of 1STOP to be
performed on or before the Closing Date pursuant to the terms hereof shall have
been duly performed, and 1STOP shall have delivered to Global a certificate,
dated the Closing Date, to such effect.
7.5 Proceedings. All proceedings to be taken in connection with the
transactions contemplated by this Agreement and all documents incident thereto
shall be reasonably satisfactory in form and substance to Global and its
counsel, and Global shall have received copies of all such documents and other
evidences as they or their counsel may reasonably request in order to establish
the consummation of such transactions and the taking of all proceedings in
connection therewith.
7.6 Closing. The transactions contemplated by this Agreement shall have
been consummated by October 1, 2001.
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ARTICLE 8
SURVIVAL OF REPRESENTATIONS; INDEMNITY; SET-OFF
8.1 Survival of Covenants and Agreements. The respective
representations, warranties, covenants and agreements of the Shareholders,
Global and 1STOP contained in this Agreement, or any Schedule attached hereto or
any agreement or document delivered pursuant to this Agreement shall survive for
a period of one year from the consummation of the transactions contemplated
hereby; provided, however, that the representations, warranties and agreements
made with regard to taxes and ERISA matters shall survive until the applicable
statutes of limitations have expired; and provided further, however, that with
respect to any covenant, term or provision to be performed hereunder or in any
of the Schedules hereto or any documents or agreements delivered hereunder, the
right of indemnification under this Article 8 shall survive until such covenant,
term or provision has been fully paid, performed or discharged.
8.2 Indemnification.
(a) Global agrees to indemnify and hold 1STOP and their officers,
directors, shareholders, employees, affiliates and agents
harmless from damages, losses, liabilities, assessments,
judgments, costs or expenses (including, without limitation,
penalties, interest and reasonable counsel fees and expenses),
(each a "Claim"), in excess of $100,000 in the aggregate, as a
result of or arising out of the breach of any representation
or warranty made by the Shareholders and/or Global or the
failure of any representation or warranty made by Shareholders
and/or Global in this Agreement or in any Schedule attached
hereto or any document or agreement delivered hereunder to be
true and correct in all respects as of the date of this
Agreement and as of the Closing Date or the non-performance by
The Shareholders and/or Global of any covenant, term or
provision to be performed by it hereunder or in any of the
documents or agreements delivered hereunder which may be
imposed or sought to be imposed on 1STOP or Global.
(b) 1STOP's right to indemnification as provided in this Section
8.2 shall not be eliminated, reduced or modified in any way as
a result of the fact that (i) 1STOP has notice of a breach or
inaccuracy of any representation, warranty or covenant
contained herein; (ii) 1STOP has been provided with access, as
requested by 1STOP, to officers and employees of Global and
such of Global's books, documents, contracts and records as
has been provided to 1STOP in response to 1STOP's requests.
8.3 Conditions of Indemnification.
(a) A party entitled to indemnification hereunder (the
"Indemnified Party") shall notify the party or parties liable
for such indemnification (the "Indemnified Party") in writing
of any Claim or potential liability for Taxes ("Tax Claim")
23
which the Indemnified Party has determined has given or could
give rise to a right of indemnification under this Agreement.
Such notice shall be given within a reasonable (taking into
account the nature of the Claim or Tax Claim) period of time
after the Indemnified Party has actual knowledge thereof. The
Indemnifying Party shall satisfy its obligations under this
Article 8 within forty days after receipt of subsequent
written notice from the Indemnified Party if an amount is
specified therein, or promptly following receipt of subsequent
written notice or notices specifying the amount of such Claim
or Tax Claim additions thereto; provided, however, that for so
long as the Indemnifying Party is in good faith defending a
Claim or Tax Claim pursuant to Section 8.3(b) hereof, its
obligation to indemnify the Indemnified Party with respect
thereto shall be suspended (other than with respect to any
costs, expenses or other liabilities incurred by the
Indemnified Party prior to the assumption of the defense by
the Indemnifying Party). Failure to provide a notice of Claim
or Tax Claim within the time period referred to above shall
not constitute a defense to a Claim or Tax Claim or release
the Indemnifying Party from any obligation hereunder to the
extent that such failure does not prejudice the position of
the Indemnifying Party.
(b) If the facts giving rise to any such indemnification involve
any actual, threatened or possible Claim or demand or Tax
Claim by any person not a party to this Agreement against the
Indemnified Party, the Indemnifying Party shall be entitled to
contest or defend such Claim or demand Tax Claim at its
expense and through counsel of its own choosing, which counsel
shall be reasonably acceptable to the Indemnified Party, such
right to contest or defend shall only apply if the
Indemnifying Party gave written notice of its intention to
assume the contest and defense of such Claim or demand Tax
Claim to the Indemnified Party as soon as practicable, but in
no event more than thirty days after receipt of the notice of
Claims or Tax Claim, and provided the Indemnified Party with
appropriate assurances as to the creditworthiness of the
Indemnifying Party, and that the Indemnifying Party will be in
a position to pay all fees, expenses and judgments that might
arise out of such Claim or demand Tax Claim. The Indemnified
Party shall have the obligation to cooperate in the defense of
any such Claim or demand Tax Claim and the right, at its own
expense, to participate in the defense of any Claim or Tax
Claim. So long as the Indemnifying Party is defending in good
faith any such Claim or demand Tax Claim asserted by a third
party against the Indemnified Party, the Indemnified Party
shall not settle or compromise such Claim or demand Tax Claim.
The Indemnifying Party shall have the right to settle or
compromise any such Claim or demand Tax Claim without the
consent of the Indemnified Party at any time utilizing its own
funds to do so if in connection with such settlement or
compromise the Indemnified Party is fully released by the
third party and is paid in full any indemnification amounts
due hereunder. The Indemnified Party shall make available to
the Indemnifying Party or its agents all records and other
materials in the Indemnified Party's possession reasonably
required by it for its use in contesting any third party Claim
or demand Tax Claim and shall otherwise cooperate, at the
expense of the Indemnifying Party, in the defense thereof in
such manner as the Indemnifying Party may reasonably request.
24
Whether or not the Indemnifying Party elects to defend such
Claim or demand Tax Claim, the Indemnified Party shall have no
obligation to do so.
ARTICLE 9
MISCELLANEOUS
9.1 Knowledge of the Shareholders, Global or 1STOP. Where any
representation or warranty contained in this Agreement is expressly qualified by
reference to the knowledge, information and belief of the Shareholders, Global
or 1STOP and the Shareholders and 1STOP, as the case may be, confirm that they
have made reasonable due and diligent inquiry as to the matters that are the
subject of such representations and warranties.
9.2 Expenses. The parties hereto shall pay all of their own expenses
relating to the transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel and financial
advisers.
9.3 Governing Law. The interpretation and construction of this
Agreement, and all matters relating hereto, shall be governed by the laws of the
State of Delaware applicable to agreements executed and to be performed solely
within such State without regard to conflicts of laws.
9.4 Jurisdiction. Any judicial proceeding brought against any of the
parties to this Agreement on any dispute arising out of this Agreement or any
matter related hereto may be brought in the courts of the State of Delaware, or
in the United States District Court for the Tampa, Florida area, and, by
execution and delivery of this Agreement, each of the parties to this Agreement
accepts the exclusive jurisdiction of such courts, and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Agreement. The
prevailing party or parties in any such litigation shall be entitled to receive
from the losing party or parties all costs and expenses, including reasonable
counsel fees, incurred by the prevailing party or parties.
9.5 Captions. The Article and Section captions used herein for
reference purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.
9.6 Publicity. Except as otherwise required by law, none of the parties
hereto shall issue any press release or make any other public statement, in each
case relating to, connected with or arising out of this Agreement or the matters
contained herein, without obtaining the prior approval of 1STOP and Global to
the contents and the manner of presentation and publication thereof. The parties
hereto agree that the execution of this Agreement requires the release of
information to the financial press concerning this acquisition and accordingly
agree to promptly issue a press release mutually acceptable to Global and 1STOP
and to file a Form 8-K report with the Securities and Exchange Commission
containing this agreement and all exhibits and schedules hereto.
25
9.7 Notices. Any notice or other communication required or permitted
hereunder shall be deemed sufficiently given when delivered in person, one
business day after delivery to a reputable overnight carrier, four business days
if delivered by registered or certified mail, postage prepaid or when sent by
telecopy with a copy following by hand or overnight carrier or mailed, certified
or registered mail, postage prepaid, addressed as follows:
If to 1STOP:
0XXXXXXXX.XXX HOLDINGS, INC.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Telephone No.: (215) 569-9176 ext. 12
Facsimile No.: (000) 000-0000
with a required copy to:
Xxxxxx X. Xxxxxxxxxxxx
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0
Xxxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
If to Global:
Global Energy & Environmental Research, Inc.
00000 X. Xxxxxxxx Xxxxxx
Xxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
With a required copy to:
Xxxxxx & Xxxxxxxxx LLP
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
9.8 Parties in Interest. This Agreement may not be transferred,
assigned, pledged or hypothecated by any party hereto, other than by operation
of law. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
9.9 Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.
26
9.10 Entire Agreement. This Agreement, including the Schedules hereto
and the other documents referred to herein which form a part hereof, contain the
entire understanding of the parties hereto with respect to the subject matter
contained herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
9.11 Amendments. This Agreement may not be changed orally, but only by
an agreement in writing signed by 1STOP, the Shareholders and Global.
9.12 Severability. In case any provision in this Agreement shall be
held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby.
9.13 Third Party Beneficiaries. Each party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereof.
9.14 Cooperation After Closing.From and after the Closing Date, each of
the parties hereto shall execute such documents and other papers and take such
further actions as may be reasonably required or desirable to carry out the
provisions hereof and the transactions contemplated hereby.
ARTICLE 10
COVENANTS
10.1 Access to Information. Each of Global and 1STOP agrees that, prior
to the Closing Date, the other party hereto shall be entitled, through its
officers, employees and representatives (including, without limitation, its
legal and financial advisors and accountants), to make such investigation of the
properties, businesses and operations of Global or 1STOP, and such examination
of the books, records and financial condition of Global or 1STOP, as such other
party reasonably requests and to make copies of such books and records. Any such
investigation and examination shall be conducted during regular business hours
and under reasonable circumstances, and each of Global and 1STOP shall cooperate
fully therein. No investigation by Global or 1STOP prior to or after the date of
this Agreement shall diminish or obviate any of the representations, warranties,
covenants or agreements of the other party thereto contained in this Agreement
or any other agreements or certificates in connection with the transactions
contemplated by this Agreement. In order that each of 1STOP and Global may have
full opportunity to make such physical, business, accounting and legal review,
examination or investigation as it may reasonably request of the affairs of
Global or 1STOP, Global and 1STOP shall cause the officers, employees,
consultants, agents, accountants, attorneys and other representatives of Global
or 1STOP, as applicable, to cooperate fully with such representatives in
connection with such review and examination.
27
10.2 Conduct of 1STOP's and Global's Respective Businesses Pending the
Closing.
(a) Prior to the Closing Date, except as otherwise expressly
contemplated by this Agreement, Global and 1STOP shall:
(i) conduct its business only in the ordinary course
consistent with past practice;
(ii) use its best efforts to (A) preserve its present
business operations, organization (including, without
limitation, management and the sales force) and
goodwill, (B) preserve its present relationship with
Persons having business dealings with it ;
(iii) maintain (A) all its assets and properties in their
current condition, ordinary wear and tear excepted,
and (B) insurance upon all of its properties and
assets in such amounts and of such kinds comparable
to that in effect on the date of this Agreement;
(iv) (A) maintain its books, accounts and records in the
ordinary course of business consistent with past
practices, (B) continue to collect accounts
receivable and pay accounts payable utilizing normal
procedures and without discounting or accelerating
payment of such accounts (other than in the ordinary
course of business), and (C) comply with all
contractual and other obligations applicable to its
operations; and
(v) comply in all material respects with applicable Laws.
(b) Prior to the Closing Date, except as otherwise expressly
contemplated by this Agreement, Global and 1STOP shall not:
(i) declare, set aside, make or pay any dividend or other
distribution in respect of its capital stock;
(ii) (a) in the case of 1STOP, transfer, issue
(except issuances of shares upon the
exercise of outstanding warrants, options
and convertible debentures), sell or dispose
of any shares of its capital stock or other
securities of itself or grant options,
warrants, calls or other rights to purchase
or otherwise acquire shares of the capital
stock or other securities of itself;
(b) in the case of Global, issue, sell or
dispose of any shares of its capital stock
or other securities of itself, or grant
options, warrants, calls or other rights to
purchase any capital stock of itself,
28
(iii) effect any recapitalization, reclassification, stock
split or like change in its capitalization except, in
the case of 1STOP, as is required pursuant to this
Agreement or authorize the issuance of the Shares
(including securities convertible into shares of
1STOP Stock);
(iv) amend its certificate of incorporation, by-laws,
memorandum or articles of association or similar
organizational documents, except that 1STOP may amend
its certificate of incorporation solely for the
purposes of reverse splitting and authorizing the
Shares as contemplated by this Agreement, or changing
the name of 1STOP so as to add the word "Global"
thereto and 1STOP may amend its certificate of
incorporation to increase the number of authorized
shares as necessary to permit 1STOP to consummate the
transactions contemplated hereby;
(v) (A) materially increase the annual level of
compensation of any employee, (B) increase the annual
level of compensation payable or to become payable by
it or any of its subsidiaries to any of their
respective executive officers, (C) grant any bonus,
benefit or other direct or indirect compensation to
any employee, director or consultant, other than in
the ordinary course consistent with past practice,
(D) increase the coverage or benefits available under
any (or create any new) severance pay, termination
pay, vacation pay, company awards, salary
continuation for disability, sick leave, deferred
compensation, bonus or other incentive compensation,
insurance, pension or other employee benefit plan or
arrangement made to, for, or with any of its
directors, officers, employees, agents or
representatives or otherwise modify or amend or
terminate any such plan or arrangement;
(vi) except (A) for trade payables and (B) for pledges of
assets and indebtedness for borrowed money which do
not exceed, individually or in the aggregate,
$1,000,000 (it being understood that(1) such amount
shall not include indebtedness existing or assets
pledged prior to the date of this Agreement and (2)
the transaction value of any asset pledges shall be
deemed to be equal to the fair market value of the
assets pledged in such transaction), borrow monies of
any reason or draw down on any line of credit or debt
obligation, or become the guarantor, surety, endorser
or otherwise liable for any debt, obligation or
liability (contingent or otherwise) of any other
Person;
(vii) except as may be permitted pursuant to clause (vi)
above, subject to any lien (except for leases that do
not materially impair the use of the property subject
thereto in their respective businesses as presently
conducted and in the ordinary course of business),
any of its properties or assets (whether tangible or
intangible);
29
(viii) acquire any material properties or assets or sell,
assign, transfer, convey, lease or otherwise dispose
of any material properties or assets, or its rights
to any of the foregoing (except for fair
consideration in the ordinary course of business
consistent with past practice);
(ix) cancel or compromise any debt or claim or waive or
release any material right except in the ordinary
course of business consistent with past practice;
(x) enter into any commitment for capital expenditures in
excess of $250,000 for any individual commitment and
$1,000,000 for all commitments in the aggregate;
(xi) enter into, modify or terminate any labor or
collective bargaining agreement or, through
negotiation or otherwise, make any commitment or
incur any liability to any labor organization;
(xii) enter into any transaction or make or enter into any
Contract which by reason of its size or otherwise is
not in the ordinary course of business consistent
with past practice.
(xiii) transfer any funds or assets to any of its officers
and directors, which funds and assets are, in the
aggregate, worth in excess of $25,000, except for the
purchase of goods and services from any such officer
or director in the ordinary course of business at the
fair market value for such goods and services;
(xiv) agree to do anything prohibited by this Section 10.2
or anything which would make any of the
representations and warranties of 1STOP or the Global
in this Agreement or 1STOP Documents or Global
Documents untrue or incorrect in any material respect
as of any time through and including the Closing
Date.
10.3 Consents and Approvals.
(a) Global and 1STOP shall use their respective best efforts, and
shall cooperate with each other, to obtain at the earliest
practicable date all consents and approvals required to
consummate the transactions contemplated by this Agreement;
provided, however, that neither Global nor 1STOP shall be
obligated to pay any consideration (except for filing fees)
therefor to any third party from whom consent or approval is
requested.
(b) Promptly following the date of this Agreement, 1STOP shall
prepare and file with the Securities and Exchange Commission
an information statement and related solicitation materials
relating to taking corporate actions without the benefit of a
meeting to approve the issuance of 1STOP Shares pursuant
30
hereto (such information statement, as amended or supplemented
from time to time, being hereinafter referred to as the
"Information Statement"), and shall use its best efforts to
cause the Information Statement to be mailed to its
stockholders at such time and in such manner as permits the
notification to be sent as promptly as practicable. Global
shall furnish all information as may be reasonably requested
by 1STOP and, in any case, as required with respect to 1STOP
by Regulation 14A under the Securities Exchange Act of 1934,
as amended, for inclusion in the Information Statement. The
information provided by 1STOP and Global, respectively, for
use in the Information Statement shall, on the date when the
Information Statement is first mailed to 1STOP's stockholders,
be true and correct in all material respects and shall not
omit to state any material fact required to be stated therein
or necessary in order to make the statements contained therein
not misleading, and 1STOP and Global each agree to promptly
correct any information provided by it for use in the
Information Statement which shall have become false or
misleading.
(c) 1STOP shall notify its shareholders that the Board of
Directors have approved, among other matters, the issuance of
the 1STOP Shares pursuant hereto. 1STOP, through its Board of
Directors, shall recommend to its shareholders to vote their
stock for approval of the foregoing. The Information Statement
shall comply as to form in all material respects with all
applicable requirements of the Securities Exchange Act of
1934, as amended, and no amendment or supplement to the
Information Statement shall be made by 1STOP without the prior
written approval of Global unless 1STOP determines such
amendment or supplement is required by law.
10.4 Other Actions.
(a) Each of Global and 1STOP shall use its best efforts to (i)
take all actions necessary or appropriate to consummate the
transactions contemplated by this Agreement and (ii) cause the
fulfillment at the earliest practicable date of all of the
conditions to their respective obligations to consummate the
transactions contemplated by this Agreement.
(b) 1STOP shall use its best efforts to assure that, prior to the
Closing, the 1STOP Shares have remained quoted on the NASDAQ
OTC-Bulletin Board, subject to official notice of issuance.
10.5 Publicity. Neither Global nor 1STOP shall issue any press release
or public announcement concerning this Agreement or the transactions
contemplated hereby without obtaining the prior written approval of the other
party hereto, which approval will not be unreasonably withheld or delayed,
unless, in the sole judgment of 1STOP or Global, disclosure is otherwise
required by applicable Law or by the applicable rules of any stock exchange on
which 1STOP or Global (or any Affiliates thereof) lists securities; provided
that, to the extent required by applicable Law, the party intending to make such
31
release shall use commercially reasonable efforts consistent with such
applicable Law to consult wit the other party with respect to the text thereof.
10.6 Tax and Accounting Matters. Within 60 days following the date
hereof, Global will deliver to 1STOP (i) the Interim Statements, together with
an unqualified audit report thereon by Global's independent public accountants
and (ii) an unaudited pro forma consolidated balance sheet of Global, after
giving effect to the transactions contemplated by this Agreement.
(SIGNATURES PAGES TO FOLLOW)
32
IN WITNESS WHEREOF, each of 1STOP, the Shareholders and Global have
executed this Agreement, all as of the day and year first above written.
0XXXXXXXX.XXX HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxxxxxx
President and Sole Director
GLOBAL ENERGY & ENVIRONMENTAL
RESEARCH, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Xxxxxxx X. Xxxxx
President and Director
THE PRINCIPAL SHAREHOLDERS: No. of Shares of Global
--------------------------- -----------------------
/s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx (P) 1,852,668
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Xxxxxxx X. Xxxxx (P)
/s/ Xxxxx Xxxxx
--------------------------------------------
Xxxxx Xxxxx (P) 842,084
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxx (P) 866,667
/s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------------------------
Xxxxxx X. Xxxxxxx, Xx. (P)
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxxx (P) 842,083
33
THE SHAREHOLDERS: No. of Shares of Global
---------------- -----------------------
Cay-Lite Corporation, BWI
By: /s/ Xxxxx Xxxxxxxxxxx
----------------------------------------
Its Representative 200,000
/s/ Xxxxxxx Xxxxx
--------------------------------------------
Xxxxxxx Xxxxx
/s/ Xxxxxx Xxxxx
--------------------------------------------
Xxxxxx Xxxxx 75,000
/s/ Xxxxx Xxxxxxx
--------------------------------------------
Xxxxx Xxxxxxx 66,667
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxxx 66,667
/s/ Xxx X. Xx-Xxxxxxx
--------------------------------------------
Xxx X. Xx-Xxxxxxx 16,667
/s/ Olle Wenderlind
--------------------------------------------
Xxxx Xxxxxxxxxx 4,000
/s/ Xxxx Xxxxxxx
--------------------------------------------
Xxxx Xxxxxxx 28,500
/s/ Xxxx Xxxxxxx
--------------------------------------------
Xxxx Xxxxxxx 25,500
/s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Xxxxx X. Xxxxxxx 25,500
/s/ Xxxx Xxxxxxx
--------------------------------------------
Xxxx Xxxxxxx 25,500
34
THE SHAREHOLDERS: No. of Shares of Global
---------------- -----------------------
Xxxxxxx Construction Company of Iowa
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Its Treasurer 32,000
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxx 13,000
/s/ Xxxxxxx Xxxxx Xxxxx
--------------------------------------------
Xxxxxxx Xxxxx Xxxxx 25,000
/s/ Xxxxx Xxxxxx Xxxxxx
--------------------------------------------
Xxxxx Xxxxxx Xxxxxx 20,000
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Xxxxxxx X. Xxxxx 10,000
/s/ Xxxx X. Xxxxxxx
--------------------------------------------
Xxxx X. Xxxxxxx 10,000
/s/ Xxxxxx X. Xxxxx
--------------------------------------------
Xxxxxx X. Xxxxx 10,000
/s/ Xxxxxx X. Xxxxx
--------------------------------------------
Xxxxxx X. Xxxxx 8,333
/s/ Xxxxx X. Xxxxxx
--------------------------------------------
Xxxxx X. Xxxxxx 3,500
/s/ Xxxxx X. Xxxx
--------------------------------------------
Xxxxx X. Xxxx 3,500
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Xxxxxxx X. Xxxxx 6,000
35
THE SHAREHOLDERS: No. of Shares of Global
---------------- -----------------------
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxx 11,500
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxxxxx 5,000
/s/ Xxxx Xxxxxxxx
--------------------------------------------
Xxxx Xxxxxxxx 7,332
/s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx
/s/ Xxxx Xxxxxx
--------------------------------------------
Xxxx Xxxxxx 2,000
/s/ Xxxxxx X. Xxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxx 20,000
/s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxx 6,332
Benefit Solutions, Inc. 401-K Profit Sharing Plan,
FBO Xxxxx Xxxxxxx
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Xxxxx X. Xxxxxxx or Xxxxxxx Xxxx, Trustees 30,000
/s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Xxxxx X. Xxxxxxx 22,500
/s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx 16,667
36
