Page 1
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (the "Agreement") is made and entered into as
of the 2nd day of September, 1997 by and between R.A. LOGISTICS, INC. a Delaware
corporation having its principal place of business at 0000 XX 00xx Xxxxxx, Xxxxx
000, Xxxxx, XX 00000 ("TARGET") and ANGEL XXXXX, XXXXXX VIMO AND XXXXX
XXXXXXXXXX (collectively, the "TARGET OWNERS" and together with TARGET as the
"TRANSFERORS"), and TROPIC COMMUNICATIONS, INC., a Delaware corporation
("TROPIC") having its principal executive offices located at 0000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxxx, Xxxx 00000.
EXPLANATORY STATEMENT
The TARGET OWNERS own one-hundred percent (100%) of the issued and
outstanding capital stock of TARGET. TARGET is the owner of one-hundred percent
(100%) of the issued and outstanding capital stock of B. AIRWAYS AIR CARGO,
INC., a Florida corporation and B. AIRWAYS, INC., a Florida corporation (the
"TARGET SUBSIDIARIES"). TARGET, the TARGET OWNERS and the TARGET SUBSIDIARIES
are collectively referred to hereafter as the "TARGET GROUP." TROPIC desires to
acquire all of the business of TARGET. In furtherance thereof, it is in the best
interest of the parties for TARGET to be acquired by TROPIC. The parties intend
that the transactions contemplated by this Agreement be accomplished in a
tax-free reorganization under Section 368 of the Internal Revenue Code of 1986,
as amended (the "Code").
NOW THEREFORE, for the mutual consideration set out herein the receipt and
sufficiency of which is hereby acknowledged by the parties hereto, the parties
hereto agree as follows:
1. Exchange and Transfer of Stock. (a) On the terms and subject to the
conditions hereinafter set forth, and in consideration of the below stated
assignment, transfer and delivery of the shares of TARGET, at the closing of the
transactions contemplated herein as provided for in Section 2 hereof (the
"Closing") TARGET OWNERS shall convey at Closing all rights and title to, and
shall assign, transfer, exchange and deliver to TROPIC one hundred percent
(100%) of the issued and outstanding shares of capital stock, common and
preferred, of TARGET (the "TARGET SHARES"), all of which shall be free and clear
of all pledges, liens, claims, dower interests, limitations on voting rights,
charges, security interests and other encumbrances, equities and options of
whatever nature.
(b)On the terms and subject to the conditions hereinafter set forth,
and in consideration of the aforesaid assignment, transfer and delivery of the
TARGET SHARES, at the Closing TROPIC shall issue in the name of, exchange and
deliver to the TARGET OWNERS 26,400,000 shares of common stock of TROPIC, par
value $0.15 per share (the "TROPIC SHARES") each of which shall be duly and
validly authorized, fully paid and non-assessable to be issued in the amounts
and to each TARGET OWNER as more fully set forth on EXHIBIT A hereto. The TROPIC
SHARES to be delivered or reserved hereunder will be restricted against sale or
transfer in accordance with applicable law. The certificates representing the
TROPIC SHARES will be conspicuously legended to denote such restriction, and any
stock transfer agent for TROPIC will be instructed to place "legal stops"
against their transfer.
2.Employment Agreements. At the Closing, the TARGET OWNERS will agree to be
employed by TROPIC, TARGET or by one of their wholly-owned subsidiary companies
pursuant to the terms of the Employment Agreements as set forth at EXHIBIT B
hereto (the "Employment Agreements").
3.The Closing. The Closing of the transactions contemplated by this
Agreement shall take place simultaneously at the offices of TROPIC no later than
30 days from the date of execution of this Agreement, or at such other time or
place as the parties may determine (the "Closing Date").
4.Representations and Warranties of TARGET and TARGET OWNERS.
TARGET and the TARGET OWNERS represent and warrant to TROPIC as follows:
(a)Organization; Good Standing. TARGET is duly organized and validly
exists in good standing as a corporation under the laws of the State of Delaware
and each of TARGET'S wholly-owned subsidiaries are duly organized and validly
existing in good standing as a corporation under the laws of each of their
respective states of incorporation. TARGET has the legal power and authority to
own, operate and lease it's properties and assets and to carry on it's business
as now conducted, and is duly qualified to do business wherever the nature and
location of its business and assets require such qualification.
(b)Capital Stock of TARGET. The authorized capital stock of TARGET
consists of two thousand (2,000) shares of $.01 par value common stock (the
"TARGET COMMON STOCK"), of which one thousand forty-seven (1,047) shares
representing the TARGET SHARES are issued and outstanding. All of the TARGET
SHARES have been validly issued and are fully paid and non-assessable. There are
no preemptive or other subscriptive rights with respect to the TARGET SHARES and
there are no authorized or outstanding equity securities of TARGET other than
the TARGET SHARES. There are no warrants or options outstanding for the purchase
of TARGET COMMON STOCK.
(c)Authorization. TARGET OWNERS have full right, power and authority to
enter into, execute, deliver and perform this Agreement and all corporate
proceedings on the part of TARGET necessary to authorize this Agreement and
consummate the transactions contemplated hereby have been or, as of the Closing
Date, will be taken by them. This Agreement constitutes a valid and binding
agreement of the TARGET OWNERS and TARGET, enforceable in accordance with its
respective terms (subject to applicable bankruptcy, insolvency and other laws
affecting the enforceability of creditors' rights generally and the discretion
of courts in granting equitable remedies).
(d)No Violation. To the knowledge of TRANSFERORS, the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby will not: (i) conflict with, or result in (or with notice or lapse of
time result in) a material breach of the terms of or default under, or violate
in any material respect any provision of law applicable to TRANSFERORS, any
agreement, commitment, contract, instrument, order, decree, ruling or injunction
to which TRANSFERORS are subject or a party or by which any of them is bound, or
the Certificate of Incorporation and Bylaws of TARGET, or (ii) result in the
imposition of any mortgage, security interest, pledge, lien or other encumbrance
on the TARGET SHARES or on any property or assets of TARGET.
(e)Consents. TRANSFERORS shall file all notices and obtain all consents
from any party necessary to effectuate the transfer of TARGET so that the
business of TARGET is maintained.
(f)Assets, Business and Financial Statements. TARGET has delivered to
TROPIC true, correct and complete financial statements (copies of which are
attached hereto as EXHIBIT D) which truly, correctly and completely present
TARGET'S and the TARGET SUBSIDIARIES' financial condition as of the respective
dates presented therein (collectively referred to as the "FINANCIAL
STATEMENTS"). All such FINANCIAL STATEMENTS are correct and complete and have
been prepared from the books and records of the respective company in accordance
with generally accepted accounting principles consistently applied with those
followed in prior periods. TRANSFERORS further jointly and severally warrant
that, the properties of TARGET and of the TARGET SUBSIDIARIES are free and clear
of all mortgages, claims, charges, liens, encumbrances, restrictions, options,
pledges, calls or commitments of any character and any security interest
whatsoever, and that each of TARGET and the TARGET SUBSIDIARIES holds good and
marketable title to all of the assets, properties and rights as reflected
therein and there are no existing agreements, warrants or rights providing for
the sale of, or claims to, any assets, properties, rights or business not
otherwise disclosed in the FINANCIAL STATEMENTS or on EXHIBITS E or F hereto.
(g)Information. All written material furnished or to be furnished by
TRANSFERORS to TROPIC with respect to TARGET does not and will not contain any
statement which is false or misleading with respect to any material fact or omit
any statement needed to make such material not to be false or misleading with
respect to any material fact.
(h)Taxes. Unless otherwise set forth on EXHIBITS E or F, TRANSFERORS
have duly filed all Federal, state and local tax returns and reports related to
themselves and their respective businesses that are required to be filed or
extensions for filing such returns and reports and have been duly filed and that
they have paid all taxes and other governmental charges known to be due
("Taxes") upon their properties, assets, income, franchises, licenses, stock
issuance or transfers or sales related to their business. To the knowledge of
TRANSFERORS there are no unpaid Taxes which are, or which can become, a lien on
their properties and assets except liens for Taxes not yet due and payable,
except as set forth on EXHIBITS E or F hereto. There is not known to TRANSFERORS
any proposed assessment by any taxing authority for additional Taxes applicable
to them. TARGET has not adopted a plan of complete liquidation under the
Internal Revenue Code or entered into any contract to merge or consolidate with
or sell all or any substantial part of it's assets to any other firm or
corporation or changed the character of it's business or businesses.
(i)No Adverse Change. Since the date of the FINANCIAL STATEMENTS as set
forth in subparagraph (f) above, there has not been any adverse change in the
financial condition or in the operations, business, business prospects,
properties or assets, any loan, borrowing or guaranty obligating TARGET or the
TARGET SUBSIDIARIES or any event or condition of any character which has
adversely affected or which does or may adversely affect any of their assets or
impede any of their respective business or businesses.
(j)Litigation. Except as may be set forth on EXHIBIT E, to the
knowledge of the TARGET GROUP, there is no legal, administrative, arbitration or
other proceeding or claim, governmental or administrative investigation or
inquiry pending or, to the knowledge of them threatened against or involving,
any of them or any of their properties, assets, business or financial condition,
or which questions their ability to carry out their obligations hereunder, or
which challenges the transactions contemplated hereby. To the knowledge of the
TARGET GROUP, there is no breach of any agreement, or event which with the lapse
of time would constitute a breach of any agreement that could result in a
lawsuit being instituted against them or TROPIC.
(k)Adverse Agreements. Neither TARGET the TARGET SUBSIDIARIES nor the
TARGET OWNERS are a party to any agreement or instrument or subject to any
charter or other corporate restriction or any judgment, order, writ, injunction,
decree, rule or regulation which materially and adversely affects or may in the
future adversely affect the business, operations, prospects, properties, assets
or condition, financial or otherwise, or the TARGET GROUP'S obligations
hereunder or under any exhibit hereto
(l)Investment Representation. Each TARGET OWNER acknowledges that, upon
transfer to him or her, the TROPIC SHARES will not have been "registered" and,
therefore, will be "restricted securities", as those terms are used under the
Securities Act of 1933, as amended and the rules and regulations promulgated
thereunder (the "Securities Act"). By execution of this Agreement, each TARGET
OWNER agrees, represents and warrants that his or her acquisition of the TROPIC
SHARES hereunder is for investment only, for his or her own account (both of
record and beneficially) and not with a view to "distribution" as that term is
used under the Securities Act. Each TARGET OWNER further acknowledges that
TROPIC shall cause the following legend to be placed on the certificates
representing the TROPIC SHARES:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may not
be sold, transferred, pledged, hypothecated or otherwise disposed of
in the absence of (i) an effective registration statement for such
securities under said act or (ii) an opinion of counsel acceptable to
counsel to the Company that such registration is not required."
5. Representations and Warranties of TROPIC. TROPIC represents and warrants
to TRANSFERORS as follows:
(a)Organization; Good Standing. TROPIC is duly organized and validly
exists in good standing as a business corporation under the laws of the State of
Delaware, with all requisite corporate power and authority to own, operate and
lease its properties and assets and to carry on its business as now conducted.
(b)Authority. TROPIC has taken, or will have taken prior to the Closing
Date, all necessary corporate action to approve the execution, delivery and
performance of this Agreement.
(c)Compliance with Instruments; Consents, Adverse Agreements. Neither
the execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby will conflict with or result in any violation
of or constitute a default (or an event which with notice or lapse of time or
both could constitute a default) under the provisions of TROPIC'S Certificate of
Incorporation or Bylaws or any material agreement, mortgage, indenture,
franchise, license, permit, consent, approval, authorization, lease or other
instrument, judgment, decree, order, law or regulation by which each is bound or
by which any of their property may be affected.
(d)Governmental and Other Consents, Etc. No consent, approval or
authorization of or declaration or filing with any governmental authority or
other entity on the part of TROPIC is required in connection with the execution
or delivery of this Agreement, or the consummation of the transactions
contemplated hereby. TROPIC is not a party to or subject to any agreement or
instrument, or subject to any charter or other corporate restriction or any
judgment, order, writ, injunction, decree, rule or regulation, which would
affect the consummation of the transactions contemplated by this Agreement.
(e)Capital Stock of TROPIC. On the Closing Date the authorized capital
stock of TROPIC will consist of 50,000,000 shares of common stock, par value
$0.15 per share, of which at the Closing Date no more than thirteen million
three hundred eighty thousand (13,380,000) shares issued and outstanding and/or
have or will be reserved for future issuance, and one million (1,000,000) shares
of preferred stock of which none is issued and outstanding and has or will have
reserved no more than four million (4,000,000) shares of common stock for
issuance upon the exercise of options and warrants.
(f)Taxes. TROPIC has duly filed all Federal, state and local tax
returns and reports related to itself and its business that are required to be
filed or extensions for filing such returns and reports have been duly filed and
it has paid all taxes and other governmental charges known to be due ("Taxes")
upon its properties, assets, income, franchises, licenses, stock issuance or
transfers or sales related to its business. To the knowledge of TROPIC there are
no unpaid Taxes which are, or which can become, a lien on it's properties and
assets except liens for Taxes not yet due and payable. There is not known to
TROPIC any proposed assessment by any taxing authority for additional Taxes
applicable to it. TROPIC has not adopted a plan of complete liquidation under
the Internal Revenue Code.
(g)Litigation. To the knowledge of TROPIC, there are no legal,
administrative, arbitration or other proceedings or claims, governmental or
administrative investigations or inquiries pending or, to the knowledge of
TROPIC, threatened against or involving, it or any of it's properties, assets,
business or financial condition, or which questions its ability to carry out its
obligations hereunder, or which challenges the transactions contemplated hereby
expect as may be disclosed in TROPIC'S Annual Report on SEC Form 10-K for the
fiscal year ending April 30, 1997 (Unaudited), see "Item 3 Legal Proceedings" of
Exhibit F hereto. To the knowledge of TROPIC, there is no breach of any
agreement or event which with the lapse of time would constitute a breach of any
agreement that could result in a lawsuit being filed against it.
(h)Resignation and Election of Directors. Effective as of the CLOSING
DATE, three of the members of the Board of Directors of TROPIC shall have
resigned and TARGET OWNERS each agree to be elected and serve in their stead.
(i)Investment Representation. TROPIC acknowledges that, upon transfer
to it, the TARGET SHARES will not have been "registered" and, therefore, will be
"restricted securities," as those terms are used under the Securities Act of
1933, as amended and the rules and regulations promulgated thereunder (the
"Securities Act"). By execution of this Agreement, TROPIC agrees, represents and
warrants that its acquisition of the TARGET SHARES hereunder is for investment
only, for its own account (both of record and beneficially) and not with a view
to "distribution" as that term is used under the Securities Act. TROPIC further
acknowledges that TARGET shall cause the following legend to be placed on the
certificates representing the TARGET SHARES:
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold,
transferred, pledged, hypothecated or otherwise disposed of in the absence
of (i) an effective registration statement for such securities under said
act or (ii) an opinion of counsel acceptable to counsel to the Company
that such registration is not required."
6. Covenants of TARGET and TARGET OWNERS.
(a)Non-Disclosure of Confidential Terms Hereof. TRANSFERORS shall not
disclose the contents of this Agreement or its financial terms and shall not
issue any public announcement or press release without the prior written consent
of TROPIC.
(b) TARGET Shares. Effective as of the Closing Date, the TARGET SHARES
shall be free and clear of all mortgages, claims, charges, liens, encumbrances,
restrictions, options, pledges, calls or commitments of any character and any
security interest whatsoever, and TARGET OWNERS shall hold good and marketable
title to all such shares.
7. Documents to be Delivered at the Closing.
(a) Deliveries by TROPIC at the Closing. At the Closing, TROPIC shall
deliver to the TARGET OWNERS a stock certificate or stock certificates in the
aggregate amount of twenty six million four hundred thousand (26,400,000) shares
of TROPIC'S $0.15 par value common stock, each certificate to be issued in the
name or names of the TARGET OWNERS and representing the number of fully paid and
non-assessable shares of common stock of TROPIC and TROPIC OPTIONS as set forth
opposite each TARGET OWNER'S name on the attached EXHIBIT A.
(b)Deliveries by TARGET OWNERS at the Closing. At the Closing, TARGET
OWNERS shall deliver to TROPIC stock certificates representing all (100%) of the
issued and outstanding interests of ownership of TARGET, free of liens or
encumbrances, accompanied by duly executed stock powers.
(c)Simultaneous Closing. All transactions at the Closing shall be
deemed to take place simultaneously and none shall be deemed to take place until
all shall have taken place. Except as otherwise provided herein, the parties
hereto shall have the right to waive any conditions of the Closing.
8. Survival of Representations and Warranties. Except as expressly stated
to the contrary in this Agreement, all statements, certifications,
indemnification's, representations and warranties, covenants and agreements made
by the parties to this Agreement and their respective obligations to be
performed pursuant to the terms hereof, shall survive the Closing,
notwithstanding any examination or investigation by or on behalf of any party
hereto, notwithstanding any notice of a breach or a failure to perform not
waived in writing, and notwithstanding the consummation of the transactions
hereby contemplated with the knowledge of such breach or failure.
9. Filings. Promptly after the Closing, the parties hereto shall make or
cause to be made all filings, and distribute and publish all notices and
releases required under the Federal securities laws and any other applicable
laws, rules or regulations and shall take all other steps necessary or proper to
effect the transactions hereunder.
10. Indemnification. The parties hereto shall, individually but not jointly,
indemnify and hold harmless each other, and each of their respective officers,
directors and affiliates, and each control person within the meaning of the
Exchange Act and the rules and regulations thereunder, for and against the full
amount of any loss, damage, liability, cost, obligation or expense, including
expenses and fees of counsel, judgments, fines, amounts paid in settlement and
related expenses (all of which are hereinafter collectively referred to as
"Deficiencies") incurred by such entities and/or persons directly or indirectly,
as a result of a breach of any representation, warranty or covenant of an
indemnifying party contained in this Agreement including any Exhibit, Schedule,
certificate or document delivered pursuant to the provisions hereof, or a
failure by an indemnifying party to perform or comply with any covenant,
agreement or obligation required by this Agreement to be performed or complied
with by such indemnifying party. Nothing contained in this Section 9 shall limit
or otherwise qualify any rights or remedies of any indemnified party under this
Agreement or applicable law.
11. Notices. Any notice or communications given by any party hereto to the
other party or parties shall be in writing and personally delivered or mailed by
registered or certified mail, return receipt requested, postage prepaid, to the
addresses provided below. Mailed notices shall be deemed given when received and
shall be addressed as follows:
(a) If to TARGET to:
R.A. LOGISTICS, INC.
Attn: Xxxxx X. Xxxxxxxxxx, Esq
0000 XX 00xx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Fax: 000-000-0000
(b)If to TROPIC, to:
Tropic Communications, Inc.
Attn: Xx. Xxxx X. Xxxx, President
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Telephone: 000-000-0000
Fax: 000-000-0000
(c)with a copy to transaction counsel:
Cloud Xxxxxx & Xxxx
Attn: Xxxxxxx X. Xxxxxx, Esq.
0000 Xxxxx Xxxx Xxxxxx, Xxxxx 0X
Xxxxxxxx, Xxxx 00000
Telephone: 000-000-0000
Fax: 000-000-0000
(c)If to any TARGET OWNER, to the address set forth opposite the TARGET
OWNER'S name below, with a copy to any person or entity designated by such
TARGET OWNER from time to time.
12. Miscellaneous.
(a)Entire Agreement. All prior and contemporaneous agreements,
contracts, promises, representations and statements, if any, between the parties
hereto, or their representatives, with respect to the subject matter of this
Agreement, are merged into this Agreement and this Agreement (including the
Schedules and Exhibits hereto) shall constitute the entire agreement between
them. This Agreement (including the Schedules and Exhibits hereto) constitutes
the entire understanding between the parties and no waiver, modification or
termination of the terms hereof shall be valid unless in writing signed by the
party to be charged and only to the extent therein set forth.
(b)Expenses. Upon the successful Closing of the transactions
contemplated by this Agreement, TROPIC shall be fully and solely responsible for
all costs and expenses in preparing and negotiating this Agreement and
consummating the transactions contemplated hereby.
(c)No Waiver. No failure to exercise, and no delay in exercising, any
right, power or privilege hereunder shall operate as a waiver thereof. No waiver
of any breach of any provision shall be deemed to be a waiver of any preceding
or succeeding breach of the same or any other provision. No extension of time of
performance of any obligations or other acts hereunder or under any other
agreement shall be deemed to be an extension of the time for performance of any
other obligations or any other acts. The rights and remedies of the parties
under this Agreement, any Exhibits, any Schedules and any certificate or
document delivered pursuant to the provisions hereof, are in addition to all
other rights and remedies, at law or equity, that they may have against the
other.
(d)Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
(e)Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.
(f)Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretations of this
Agreement.
(g)Exhibits and Schedules. The Exhibits and Schedules to this Agreement
constitute a part hereof as though set forth in full above.
(h)Governing Law. This Agreement shall be construed in accordance with
and governed for all purposes by the laws and public policy of the State of Ohio
applicable to contracts executed and to be performed within such State.
(i) Further Assurances. Each of the parties hereto agrees that at any
time, and from time to time, it shall execute, acknowledge, deliver and perform,
or cause to be executed, acknowledged, delivered and performed, all such further
acts, deed, assignments, transfers, conveyances, powers of attorney and
assurances as may be necessary or proper to carry out the purposes and intent of
this Agreement.
(j)Interpretation. A provision of this Agreement which requires a party
to perform an action shall be construed as requiring the party to perform the
action or to cause such action to be performed. A provision of this Agreement
which requires a party to refrain from taking an action shall be construed as
requiring the party to refrain from taking the action and to refrain from
causing such action to be taken. Wherever the term "including" is used herein,
the same shall be deemed to read "including, but not limited to." The singular
shall be deemed to include the plural, and the plural shall be deemed to include
the singular, as the context may require. "Any" shall be deemed to read "any and
all" whenever applicable.
(k)Severability. The parties stipulate that the terms and provisions of
this Agreement are fair and reasonable as at the signing of this Agreement.
However, if notwithstanding that stipulation any one or more of the terms,
provisions, covenants or restrictions of this Agreement shall be determined by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
(1)Acknowledgment. Each party hereto acknowledges that he or she has
received, read, understands and is familiar with this Agreement and except as
set forth in the Agreement, no representations or warranties have been made to
any party hereto, or to his or her tax, financial or legal advisors, by any
party hereto or by any person acting on behalf of any party hereto with respect
to the economic, tax, or any other aspects or consequences of the transactions
contemplated in this Agreement.
(m)Legal Counsel. Each party to this Agreement has been represented by
legal and tax counsel, each of whom has been personally selected by such party,
as each such party has found necessary, to consult concerning the consummation
of the transactions contemplated in the Agreement, and such representation has
included an examination of this Agreement and an analysis of all tax, financial
and legal aspects. Each of the parties hereto together with his or her counsel
and his or her financial and tax advisors and such other persons with whom such
party has found it necessary to consult, represent to each of the other parties
to this Agreement that they have sufficient knowledge and experience in legal,
financial and tax matters to evaluate this Agreement, and the transactions
contemplated herein.
(n)Tax Aspects. With respect to the tax aspects of the transactions
contemplated in this Agreement, each party hereto is relying solely upon the
advice of his or her own tax advisors, and upon his or her knowledge with
respect thereto.
(o)Representation. Each TARGET OWNER represents and warrants that he or
she is either an officer or a director of a party to this Agreement or is an
"accredited investor" as that term is defined in Rule 501(a) of Securities and
Exchange Commission Regulation D and that he has received and reviewed all
information required to have been given to him or her pursuant to the Rules of
said regulation, and that such SHAREHOLDER has had an opportunity and has made
all inquiry of TROPIC deemed necessary by him or her as to the business and
financial condition of TROPIC.
(p)Execution in Counter-Part. This Agreement may be executed
in counter-part and each facsimile signature shall be accepted as an
original signature.
(Signature page follows)
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as
of the day and year first above written, whereupon it became a legally binding
agreement in accordance with its terms.
R.A. LOGISTICS, INC. TARGET OWNERS:
By:
Title Xxxxx Xxxxx, an
individual
Xxxxxx Vimo, an individual
Xxxxx Xxxxxxxxxx, an individual
TROPIC COMMUNICATIONS, INC.
By:
Title
INDEX OF EXHIBITS
A. TARGET OWNERS
B. EMPLOYMENT AGREEMENTS
C. ARTICLES OF INCORPORATION and BY-LAWS of TARGET
and TARGET SUBSIDIARIES
D. FINANCIAL STATEMENTS of TARGET and TARGET SUBSIDIARIES
E. DESCRIPTION of ADVERSE COMMITMENTS, TAXES, LITIGATION
or SECURITY INTERESTS of TARGET and TARGET SUBSIDIARIES
F. TROPIC COMMUNICATIONS, INC.
SEC FORM 10-K FOR THE FISCAL YEAR ENDING
APRIL 30, 1997
EXHIBIT A
TARGET OWNERS
Tropic Shares
Xxxxx Xxxxx 12,900,000
0000 Xxxx Xxxx Xxxx
Xxxxxxx
Xxxxx Xx 00000
City State Zip Code
000-000-0000
Telephone Number
###-##-####
Social Security Number
Xxxxxx Vimo 12,900,000
0000 XX 00xx Xxxxxx
Address
Miami FL 33143
City State Zip Code
000-000-0000
Telephone Number
###-##-####
Social Security Number
Xxxxx Xxxxxxxxxx 600,000
0000 Xxxxxxxx Xxx. #00
Xxxxxxx
Xxxxx XX 00000
City State Zip Code
000-000-0000
Telephone Number
###-##-####
Social Security Number
Total 26,400,000
EXHIBIT B
EMPLOYMENT AGREEMENTS
EXHIBIT C
ARTICLES OF INCORPORATION
AND
BY-LAWS OF R.A. LOGISTICS, INC. AND SUBSIDIARIES
EXHIBIT D
FINANCIAL STATEMENTS
Exhibit 1 - Balance Sheet of R.A. Logistics, Inc. as of August 1, 1997
Exhibit 2 - Balance Sheet of B. Airways Air Cargo, Inc. as of
August 1, 1997
Exhibit 3 - Balance Sheet of B. Airways, Inc. as of August 1, 1997
Exhibit 1
R.A. Logistics, Inc.
Balance Sheet
As of August 1, 1997
Assets:
Cash $ -0-
Subscriptions Receivable
from Shareholders 1,047
Investment in Subsidiaries 135,500
Total Assets $ 136,547
----------
Liabilities
Accounts Payable $ -0-
Subscriptions Payable to Subsidiary 500
Stockholder's Equity
Common Stock, 2,000 shares $.01 par value
authorized, 1,047 subscribed for 10
Additional Paid In Capital 136,037
Retained Earnings -0-
Total Liabilities and Stockholder's Equity $ 136,547
Exhibit 2
B. Airways Air Cargo, Inc.
Balance Sheet
As of August 1, 1997
Assets:
Cash $ -0-
Subscriptions Receivable from Parent 500
Total Assets $ 500
----------
Liabilities
Accounts Payable $ -0-
Stockholder's Equity
Common Stock 2,000 shares $.01 par value
authorized authorized and issued
and outstanding 20
Additional Paid In Capital 480
Retained Earnings -0-
Total Liabilities and Stockholder's Equity $ 500
Exhibit 3
B. Airways, Inc.
Balance Sheet
As of August 1, 1997
Assets:
Cash $ -0-
Deposits on aircraft 10,000
Total Assets $ 10,000
----------
Liabilities
Accounts payable $ -0-
Stockholder's Equity
Common Stock 10,000
Retained Earnings -0-
Total Liabilities and Stockholder's Equity $ 10,000
EXHIBIT E
DESCRIPTION of ADVERSE COMMITMENTS, TAXES
LITIGATION or SECURITY INTERESTS of
TARGET and TARGET SUBSIDIARIES
None.
EXHIBIT F
TROPIC COMMUNICATIONS, INC.
SEC FORM 10-K FOR THE YEAR ENDING APRIL 30, 1997
