AGREEMENT AND PLAN OF REORGANIZATION
This
AGREEMENT is made and entered into as of the 8th day of March, 2007
("Agreement") by and among Air Brook Airport Express, Inc., a Delaware
corporation (the “Corporation”), A.B. Park & Fly, Inc., a New Jersey
corporation (“Park & Fly”), Air Brook Limousine, Inc., a New Jersey
corporation (“ABL”) and Airbrook Realty, Inc., a New Jersey corporation
(“Realty”). The Corporation, Park & Fly, ABL and Realty shall sometimes
hereinafter be collectively called the “Participants”.
WHEREAS,
the Corporation owns all of the issued and outstanding shares of Park & Fly;
and
WHEREAS,
ABL owns all of the issued and outstanding shares of Realty; and
WHEREAS,
ABL has notified the Corporation and Park & Fly that each of the agreements
dated February 4, 1991 and May 1, 1993 between ABL and Park & Fly (and its
predecessor) will be terminated pursuant to Section 5 of each of said
agreements, copies of which said agreements are annexed hereto as Schedule
A,
and incorporated by reference herein; and
WHEREAS,
pursuant to a settlement among the Participants herein, each and all of the
Participants is willing to cause Park & Fly to be merged with and into
Realty pursuant to a Plan of Merger, wherein the separate existence of Park
& Fly shall cease and be merged with and into Realty as the surviving
corporation, in exchange for which ABL is willing to deliver 150,000 shares
of
Common Stock of the Corporation, which it owns, for cancellation;
and
WHEREAS,
the Participants herein intend that the transaction will qualify as a
reorganization under Section 368 (a), et. al. of the Internal Revenue Code
of
1986, as amended (the “Code”), in which case no gain or loss generally would be
recognized by any of the Participants upon consummation of the transaction.
NOW,
THEREFORE,
it is
agreed, as follows:
Section
1. Transfer
of Shares of Park & Fly: The
Corporation agrees that, at the Closing, it shall transfer and deliver to Realty
for the Consideration hereinafter provided 1,000 shares of the issued and
outstanding shares of Park & Fly, representing all of the issued and
outstanding shares of Park & Fly, free and clear of any and all liens,
mortgages, pledges, claims or encumbrances.
Section
2. Consideration:
ABL
hereby agrees to deliver to the Corporation, at the Closing, a total of 150,000
shares (the “Shares”) of the Corporation’s Common Stock which it owns of record
and beneficially, free and clear of any and all liens, mortgages, pledges,
claims or encumbrances, and the Corporation hereby agrees that upon receipt
of
said Shares, it shall cause the said Shares represented by the share
certificates to be cancelled in reduction of the number of issued and
outstanding shares of the Corporation.
Section
3. The
Closing:
A.
The
Closing hereof shall be consummated at a closing (the "Closing") to be held
at
the offices the Corporation commencing at 4:00 o’clock, P.M., local time, on
March 8, 2007 (the "Closing Date"), or at such other time, place and date as
the
parties hereto shall mutually agree upon.
B.
At the
Closing, the following shall occur:
1.
The
Participants shall execute and deliver the Plan of Merger together with the
Certificate of Merger (the “Merger Documents”) to be duly filed in the office of
the Department of the Treasury in the State of New Jersey and all other
ancillary documents or instruments necessary to consummate the transactions
contemplated herein...
2.
The
Corporation shall deliver the Park & Fly share certificate(s) for 1,000
shares of Park & Fly, constituting all of the issued and outstanding shares
of Park & Fly, for cancellation.
3.
ABL
shall deliver share certificates representing an aggregate of 150,000 shares
of
the Common Stock of the Corporation, free and clear of any and all encumbrances,
options or warrants or other claims, duly endorsed in blank, or accompanied
by
duly executed stock powers.
4.
The
Corporation shall deliver a true and correct copy of the minutes of a Meeting
of
Shareholders authorizing the appropriate officers of the Corporation to execute
and deliver the Merger documents.
Section
4. Representations
and Warranties of the Corporation:
A.
The
Corporation was duly organized under the laws of the State of Delaware, is
validly existing and in good standing and is duly qualified to business in
each
jurisdiction in which it is engaged in business. The Corporation owns all of
the
issued and outstanding shares of Park & Fly, its only subsidiary.
B.
The
Shareholders of the Corporation that own of record and beneficially more than
a
majority of the issued and outstanding shares of the Corporation are Xxxxxx
X.
Xxxxxxxx (“Xxxxxx”), Xxxxxxx X. Xxxxxxxx, his son, (“Xxxxxxx”) and ABL, each of
whom have been shareholders of the Corporation for more than the past five
(5)
years. Xxxxxx, Xxxxxxx and ABL have duly authorized the Directors and
appropriate officers of the Corporation to execute and deliver all agreements,
documents and instruments necessary to consummate the transaction contemplated
hereby.
C.
The
Corporation, as owner of all of the issued and outstanding shares of Park &
Fly has the full power and authority to enter into, execute and deliver the
Plan
of Merger and the Certificate of Merger and any and all other documents and
instruments necessary to consummate the Merger.
D.
Except
for certain intangible rights, Park & Fly has no other significant assets or
liabilities.
Section
5. Representations
and Warranties of ABL:
A.
ABL
was duly organized under the laws of the State of New Jersey, is validly
existing and in good standing and is duly qualified to business in each
jurisdiction in which it is engaged in business. ABL owns all of the issued
and
outstanding shares of Realty.
B.
The
Sole Shareholders of ABL are Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, his
son, each of whom has been a shareholder of ABL for more than the past five
(5)
years.
C.
The
Board of Directors of Realty has the full power and authority to cause the
appropriate officers of Realty to enter into, execute and deliver the Plan
of
Merger and the Certificate of Merger and any and all other documents and
instruments necessary to consummate the Merger, all of which have been approved
by the Board of Directors of ABL.
D.
Realty
is a recently organized wholly owned subsidiary of ABL and has no significant
assets or liabilities.
Section
6. Representations
and Warranties of Realty:
A.
Realty
was duly organized under the laws of the State of New Jersey, is validly
existing and in good standing and is duly qualified to business in each
jurisdiction in which it is engaged in business. Realty has no subsidiaries.
Upon its organization, the Sole Shareholder of the Realty is ABL.
B.
Realty
has the full and requisite power and authority to take all of the actions
described and set forth in this Agreement. Realty shall have designated the
appropriate officers to duly sign and execute and deliver the Merger Documents
together with any and all documents and instruments for and on behalf of Realty
necessary to consummate the transactions contemplated hereby.
C.
On the
Closing Date, Park & Fly shall be merged with and into Realty, the
Certificate of Incorporation of Park & Fly shall be cancelled and the
corporate existence of Park & Fly shall cease.
Section
7. The
Plan of Reorganization:
This
Agreement and Plan of Reorganization was duly adopted by a majority in interest
of the shareholders of the Corporation and by the Boards of Directors of each
of
ABL and Realty. .
Section
8. Miscellaneous:
A.
The
Participants each agree that, from time to time hereafter, and upon request,
each of them will execute, acknowledge and deliver such other instruments as
may
be reasonably required to more effectively carry out the terms and conditions
of
this Agreement.
B.
This
Agreement shall be binding upon and inure to the benefit of the
Participants.
C.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New Jersey.
D.
All
notices, requests, demands and other communications hereunder shall be in
writing, and shall be deemed to have been duly given if delivered or mailed,
certified mail, first class, postage prepaid, to the Participants at 000 Xxxx
Xxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxx Xxxxxx 00000.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed as of the day
and
year first above written.
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Air
Brook Airport Express, Inc.
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By:
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/S/
Xxxxxx X. Xxxxxxxx .
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Xxxxxx
X. Xxxxxxxx, President
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Air
Brook Limousine, Inc.
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By:
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/S/
Xxxxxx X. Xxxxxxxx .
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Xxxxxx
X. Xxxxxxxx, President
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Airbrook
Realty, Inc.
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By:
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/S/
Xxxxxx X. Xxxxxxxx .
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Xxxxxx
X. Xxxxxxxx, President
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