AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG CARIBBEAN VILLA CATERING CORPORATION GLOBOTEK ACQUISITION CORP. and CJSC GLOBOTEK Dated as of December 31, 2009
_____________________________________________________
AGREEMENT
OF MERGER AND
PLAN
OF REORGANIZATION
_____________________________________________________
BY
AND AMONG
GLOBOTEK
ACQUISITION CORP.
and
CJSC
GLOBOTEK
Dated as
of December 31, 2009
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AGREEMENT
OF MERGER AND PLAN OF REORGANIZATION
THIS
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made
and entered into on December 31, 2009, by and among Caribbean Villa Catering
Corporation, a Nevada corporation (“Parent”), Globotek
Acquisition Corp., a Nevada corporation (“Acquisition Corp.”),
which is a wholly-owned subsidiary of Parent, and CJSC Globotek, a closed joint
stock company formed pursuant to the laws of the Russian Federation (the “Company”).
ARTICLE
I.
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(a) The
Charter of the Acquisition Corp., as in effect immediately prior to the
Effective Time, attached as Exhibit B hereto,
shall be the Charter of the Surviving Corporation from and after the Effective
Time until amended in accordance with applicable law and such
Charter.
(c) The
directors and officers listed in Exhibit E hereto
shall be the directors and officers of the Surviving Corporation and Parent, and
each shall hold his or her respective office or offices from and after the
Effective Time until his or her successor shall have been elected and shall have
qualified in accordance with applicable law, or as otherwise provided in the
Charter or By-Laws of the Surviving Corporation or the Articles of Incorporation
or By-Laws of Parent, as the case may be. The By-Laws of the
Acquisition Corp. are and shall continue to be the By-Laws of the Surviving
Corporation.
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(a) At
the Effective Time:
(i) each
share of common stock, par value $0.001 per share of Acquisition Corp. that
shall be outstanding immediately prior to the Effective Time shall, by virtue of
the Merger and without any action on the part of the holder thereof, be
converted into the right to receive one (1) share of common stock, no par value,
of the Surviving Corporation, so that at the Effective Time, Parent shall be the
holder of all of the issued and outstanding shares of the Surviving
Corporation;
(ii) each
share of common stock, without par value, of the Company (the “Company Common
Stock”) beneficially owned by the Stockholders listed on Schedule 1.06(a)(ii)
(other than (A) shares of Company Common Stock as to which appraisal rights are
perfected pursuant to the applicable provisions of the laws of the Russian
Federation and not withdrawn or otherwise forfeited and (B) each share of
Company Common Stock set forth in Sections 1.06(a)(iii) hereof), shall, by
virtue of the Merger and without any action on the part of the holders thereof,
be converted into the right to receive Four Hundred Thousand n (400,000) of
common stock, par value $0.001 per share, of Parent, or an aggregate of
40,000,000 shares (the “Parent Common
Stock”), with fractional shares of Parent Common Stock rounded up or down
to the nearest whole share; and
(iii) each
share of Company Common Stock held in the treasury of the Company immediately
prior to the Effective Time shall be cancelled in the Merger and cease to
exist.
(b) After
the Effective Time, there shall be no further registration of transfers on the
stock transfer books of the Surviving Corporation of the shares of Company
Common Stock that were outstanding immediately prior to the Effective
Time.
(a) Promptly
after the Effective Time and upon (a) surrender of a certificate or certificates
representing shares of Company Common Stock that were outstanding immediately
prior to the Effective Time or an affidavit and indemnification in form
reasonably acceptable to counsel for Parent stating that such Stockholder has
lost its certificate or certificates or that such have been destroyed and (b)
delivery of a Letter of Transmittal (as described in Article IV hereof), Parent
shall issue to each record holder of Company Common Stock surrendering such
certificate, certificates or affidavit and Letter of Transmittal, a certificate
or certificates registered in the name of such Stockholder representing the
number of shares of Parent Common Stock that such Stockholder shall be entitled
to receive as set forth in Sections 1.06(a)(ii) hereof. Until the certificate,
certificates or affidavit is or are surrendered together with the Letter of
Transmittal as contemplated by this Section 1.07 and Article IV hereof, each
certificate or affidavit that immediately prior to the Effective Time
represented any outstanding shares of Company Common Stock shall be deemed at
and after the Effective Time to represent only the right to receive upon
surrender as aforesaid the Parent Common Stock specified in Schedule 1.06(a)(ii)
for the holder thereof or to perfect any rights of appraisal that such holder
may have pursuant to the applicable provisions of the laws of the Russian
Federation.
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ARTICLE
II.
The
Company hereby represents and warrants to Parent and Acquisition Corp. as
follows. Notwithstanding anything to the contrary contained herein, disclosure
of items in the draft Current Report on Form 8-K of Parent with respect to the
Merger, and all exhibits thereto, a copy of which is attached hereto as Exhibit E
(collectively, the “Disclosures”) shall
be deemed to be disclosure of such items for all purposes under this Agreement,
including, without limitation, for all applicable representations and warranties
of the Company:
(a) The
Company is a corporation duly organized and existing in good standing under the
laws of the Russian Federation and has all requisite power and authority
(corporate and other) to carry on its business, to own or lease its properties
and assets, to enter into this Agreement and the Articles of Merger and to carry
out the terms hereof and thereof. Copies of the Charter of the Company that have
been delivered to Parent and Acquisition Corp. prior to the execution of this
Agreement are true and complete and have not since been amended or
repealed.
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(b) The
Company has no subsidiaries or direct or indirect interest (by way of stock
ownership or otherwise) in any firm, corporation, limited liability company,
partnership, association or business.
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options
(including employee stock options), warrants or other rights with respect
thereto, (k) declared or paid any dividends on or made any other distributions
with respect to, or purchased or redeemed, any of its outstanding capital stock,
(l) suffered or experienced any change in, or condition affecting, the Condition
of the Company other than changes, events or conditions in the usual and
ordinary course of its business, none of which (either by itself or in
conjunction with all such other changes, events and conditions) has been
materially adverse, (m) made any change in the accounting principles, methods or
practices followed by it or depreciation or amortization policies or rates
theretofore adopted, (n) made or permitted any amendment or termination of any
material contract, agreement or license to which it is a party, (o) suffered any
material loss not reflected in the Balance Sheet or its statement of income for
the period ended on the Company Balance Sheet Date, (p) paid, or made any
accrual or arrangement for payment of, bonuses or special compensation of any
kind or any severance or termination pay to any present or former officer,
director, employee, stockholder or consultant, (q) made or agreed to make any
charitable contributions or incurred any non-business expenses in excess of
$50,000 in the aggregate or (r) entered into any agreement, or otherwise
obligated itself, to do any of the foregoing.
(a) Schedule 2.14(a)
contains a true and complete list of all real property leased by the Company and
of all tangible personal property owned or leased by the Company having a cost
or fair market value of greater than $250,000. All the real property listed in
Schedule
2.14(a) is leased by the Company under valid leases enforceable in
accordance with their terms, and there is not, under any such lease, any
existing default or event of default or event which with notice or lapse of
time, or both, would constitute a default by the Company, and the Company has
not received any notice or claim of any such default by the Company. The Company
does not own any real property.
(b) Except
as expressly set forth in this Agreement, the Financial Statements or the notes
thereto, or as disclosed in Schedule 2.14(b)
hereto, the Company is not a party to any written or oral agreement not made in
the ordinary course of business that is material to the Company. Except as
disclosed in Schedule
2.14(b) hereto, the Company is not a party to any written or oral (i)
agreement for the purchase of fixed assets or for the purchase of materials,
supplies or equipment in excess of normal operating requirements, (ii) agreement
for the employment of any officer, individual employee or other Person on a
full-time basis or any agreement with any Person for consulting services, (iii)
indenture, loan or credit agreement, note agreement, deed of trust, mortgage,
security agreement, promissory note or other agreement or instrument relating to
or evidencing Indebtedness for Borrowed Money or subjecting any asset or
property of the Company to any Lien or evidencing any Indebtedness, (iv)
guaranty of any Indebtedness, (v) other than as set forth in Schedule 2.14(a)
hereto, lease or agreement under which the Company is lessee of or holds or
operates any property, real or personal, owned by any other Person under which
payments to such Person exceed $250,000 per year, (vi) agreement granting any
preemptive right, right of first refusal or similar right to any Person, (vii)
agreement or arrangement with any Affiliate or any “associate” (as such term is
defined in Rule 405 under the Securities Act) of the Company or any present or
former officer, director or stockholder of the Company, (viii) agreement
obligating the Company to pay any royalty or similar charge for the use or
exploitation of any tangible or intangible property, (ix) covenant not to
compete or
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other
material restriction on its ability to conduct a business or engage in any other
activity, (x) agreement to register securities under the Securities Act or (xi)
collective bargaining agreement. Except as disclosed in Schedule 2.14(b),
none of the agreements, contracts, leases, instruments or other documents or
arrangements listed in Schedules 2.14(a) and
2.14(b)
requires the consent of any of the parties thereto other than the Company to
permit the contract, agreement, lease, instrument or other document or
arrangement to remain effective following consummation of the Merger and the
transactions contemplated hereby. For purposes of this Agreement, an “Affiliate” shall mean
any Person that directly or indirectly controls, is controlled by, or is under
common control with, the indicated Person.
(c) The
Company has made available to Parent and Acquisition Corp. true and complete
copies of all agreements and other documents and a description of all applicable
oral agreements disclosed or referred to in Schedules 2.14(a) and
2.14(b), as
well as any additional agreements or documents, requested by Parent or
Acquisition Corp. The Company has in all material respects performed all
obligations required to be performed by it to date and is not in default in any
material respect under any of the contracts, agreements, leases, documents,
commitments or other arrangements to which it is a party or by which it or any
of its property is otherwise bound or affected.
(a) Except
as disclosed in Schedule 2.16(a)
hereto, all required Tax Returns (as defined below) of the Company have been
accurately prepared and duly and timely filed, and all Taxes (as defined below)
required to be paid with respect to the periods covered by such returns have
been paid. Except as disclosed in Schedule 2.16(a)
hereto, the Company is not and has not been delinquent in the payment of any
Tax. The Company has not had a Tax deficiency proposed or assessed against it
and has not executed a waiver of any statute of limitations on the assessment or
collection of any Tax. None of the Company’s income tax returns has been audited
by any governmental authority; and none of the Company’s income or franchise tax
returns has been audited by any governmental authority. The reserves for Taxes
reflected on the Balance Sheet, if any, are and will be sufficient for the
payment of all unpaid Taxes payable by the Company as of the Company Balance
Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate
provisions on its books of account for all Taxes with respect to its business,
properties and operations for such period. Except as disclosed in Schedule 2.16(a)
hereto, the Company has withheld or collected from each payment made to each of
its employees the amount of all taxes required to be withheld or
collected therefrom, and has paid the same to the proper Tax receiving officers
or authorized depositaries. There are no federal, state, local or foreign
audits, actions, suits, proceedings, investigations, claims or administrative
proceedings relating to Taxes or any Tax Returns of the Company now pending, and
the Company has not received any notice of any proposed audits, investigations,
claims or administrative proceedings relating to Taxes or any Tax Returns. The
Company is not obligated to make a payment, nor is it
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a party
to any agreement that under certain circumstances could obligate it to make a
payment that would not be deductible under Section 280G of the Code. The Company
has not agreed, nor is it required, to make any adjustments under Section 481(a)
of the Code (or any similar provision of state, local and foreign law), whether
by reason of a change in accounting method or otherwise, for any Tax period for
which the applicable statute of limitations has not yet expired. The Company (i)
is not a party to, nor is it bound by or obligated under, any Tax sharing
agreement, Tax indemnification agreement or similar contract or arrangement,
whether written or unwritten (collectively, “Tax Sharing
Agreements”), and (ii) does not have any potential liability or
obligation to any Person as a result of, or pursuant to, any such Tax Sharing
Agreements, except as set forth in the Escrow Agreement attached hereto as Exhibit
F.
(b) For
purposes of this Agreement, the following terms shall have the meanings provided
below:
(i) “Tax” or “Taxes” shall mean (A)
any and all taxes, assessments, customs, duties, levies, fees, tariffs, imposts,
deficiencies and other governmental charges of any kind whatsoever (including,
but not limited to, taxes on or with respect to net or gross income, franchise,
profits, gross receipts, capital, sales, use, ad valorem, value added, transfer,
real property transfer, transfer gains, transfer taxes, inventory, capital
stock, license, payroll, employment, social security, unemployment, severance,
occupation, real or personal property, estimated taxes, rent, excise, occupancy,
recordation, bulk transfer, intangibles, alternative minimum, doing business,
withholding and stamp), together with any interest thereon, penalties, fines,
damages costs, fees, additions to tax or additional amounts with respect
thereto, imposed by the United States (federal, state or local) or other
applicable jurisdiction; (B) any liability for the payment of any amounts
described in clause (A) as a result of being a member of an affiliated,
consolidated, combined, unitary or similar group or as a result of transferor or
successor liability; and (C) any liability for the payments of any amounts as a
result of being a party to any Tax Sharing Agreement or as a result of any
express or implied obligation to indemnify any other Person with respect to the
payment of any amounts of the type described in clause (A) or (B).
(ii) “Tax Return” shall
include all returns and reports (including elections, declarations, disclosures,
schedules, estimates and information returns required to be supplied
to a Tax authority relating to Taxes.
(a) The
Company (i) owns or has the right to use, free and clear of all Liens, claims
and restrictions, all patents, trademarks, service marks, trade names,
copyrights, licenses and rights with respect to the foregoing used in or
necessary for the conduct of its business as now conducted or proposed to be
conducted without infringing upon or otherwise acting adversely to the right or
claimed right of any Person under or with respect to any of the foregoing and
(ii) is not obligated or under any liability to make any payments by way of
royalties, fees or otherwise to any owner or licensor of, or other claimant to,
any patent, trademark, service xxxx, trade name, copyright or other intangible
asset, with respect to the use thereof or in connection with the conduct of its
business or otherwise.
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(b) To
the knowledge of the Company, the Company owns and has the unrestricted right to
use all trade secrets, if any, including know-how, negative know-how, formulas,
patterns, programs, devices, methods, techniques, inventions, designs,
processes, computer programs and technical data and all information that derives
independent economic value, actual or potential, from not being generally known
or known by competitors (collectively, “Intellectual
Property”) required for or incident to the development, operation and
sale of all products and services sold by the Company, free and clear of any
right, Lien or claim of others; provided, however, that the
possibility exists that other Persons, completely independently of the Company
or its employees or agents, could have developed Intellectual Property similar
or identical to that of the Company. The Company is not aware of any such
development of substantially identical trade secrets or technical information by
others. All Intellectual Property can and will be transferred by the Company to
the Surviving Corporation as a result of the Merger and without the consent of
any Person other than the Company.
(a) Except
as disclosed on Schedule 2.18 hereto,
there are no “employee benefit plans” (within the meaning of Section 3(3) of
ERISA) nor any other employee benefit or fringe benefit arrangements, practices,
contracts, policies or programs of every type other than programs merely
involving the regular payment of wages, commissions, or bonuses established,
maintained or contributed to by the Company, whether written or unwritten and
whether or not funded. The plans listed on Schedule 2.18 hereto
are hereinafter referred to as the “Employee Benefit
Plans.”
(b) All
current and prior material documents, including all amendments thereto, with
respect to each Employee Benefit Plan have been made available to Parent and
Acquisition Corp. or their advisors.
(c) To
the knowledge of the Company, all Employee Benefit Plans are in material
compliance with the applicable requirements of ERISA, the Code and any other
applicable state, federal or foreign law.
(d) There
are no pending claims or lawsuits that have been asserted or instituted against
any Employee Benefit Plan, the assets of any of the trusts or funds under the
Employee Benefit Plans, the plan sponsor or the plan administrator of any of the
Employee Benefit Plans or against any fiduciary of an Employee Benefit Plan with
respect to the operation of such plan, nor does the Company have any knowledge
of any incident, transaction, occurrence or circumstance that might reasonably
be expected to form the basis of any such claim or lawsuit.
(e) There
is no pending or, to the knowledge of the Company, contemplated investigation,
or pending or possible enforcement action by the Pension Benefit Guaranty
Corporation, the Department of Labor, the Internal Revenue Service or any other
government agency with respect to any Employee Benefit Plan and the Company has
no knowledge of any incident, transaction, occurrence or circumstance which
might reasonably be expected to trigger such an investigation or enforcement
action.
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(f) No
actual or, to the knowledge of the Company, contingent liability exists with
respect to the funding of any Employee Benefit Plan or for any other expense or
obligation of any Employee Benefit Plan, except as disclosed on the financial
statements of the Company, and no contingent liability exists under ERISA with
respect to any “multi-employer plan,” as defined in Section 3(37) or Section
4001(a)(3) of ERISA.
(g) No
events have occurred or are expected to occur with respect to any Employee
Benefit Plan that would cause a material change in the costs of providing
benefits under such Employee Benefit Plan or would cause a material change in
the cost of providing for other liabilities of such Employee Benefit
Plan.
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(a) To
the knowledge of the Company, the Company has never generated, used, handled,
treated, released, stored or disposed of any Hazardous Materials (as defined
below) on any real property on which it now has or previously had any leasehold
or ownership interest, except in compliance with all applicable Environmental
Laws (as defined below).
(b) To
the knowledge of the Company, the historical and present operations of the
business of the Company are in compliance with all applicable Environmental
Laws, except where any non-compliance has not had and would not reasonably be
expected to have a material adverse effect on the Condition of the
Company.
(c) There
are no material pending or, to the knowledge of the Company, threatened,
demands, claims, information requests or notices of noncompliance or violation
against or to the Company relating to any Environmental Law; and, to the
knowledge of the Company, there are no conditions or occurrences on any of the
real property used by the Company in connection with its business that would
reasonably be expected to lead to any such demands, claims or notices against or
to the Company, except such as have not had, and would not reasonably be
expected to have, a material adverse effect on the Condition of the
Company.
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(d) To
the knowledge of the Company, (i) the Company has not sent or disposed of,
otherwise had taken or transported, arranged for the taking or disposal of (on
behalf of itself, a customer or any other party) or in any other manner
participated or been involved in the taking of or disposal or release of a
Hazardous Material to or at a site that is contaminated by any Hazardous
Material or that, pursuant to any Environmental Law, (A) has been placed on the
“National Priorities List”, the “CERCLIS” list, or any similar state or federal
list, or (B) is subject to or the source of a claim, an administrative order or
other request to take “removal”, “remedial”, “corrective” or any other
“response” action, as defined in any Environmental Law, or to pay for the costs
of any such action at the site; (ii) the Company is not involved in (and has no
basis to reasonably expect to be involved in) any suit or proceeding and has not
received (and has no basis to reasonably expect to receive) any notice, request
for information or other communication from any governmental authority or other
third party with respect to a release or threatened release of any Hazardous
Material or a violation or alleged violation of any Environmental Law, and has
not received (and has no basis to reasonably expect to receive) notice of any
claims from any Person relating to property damage, natural resource damage or
to personal injuries from exposure to any Hazardous Material; and (iii) the
Company has timely filed every report required to be filed, acquired all
necessary certificates, approvals and permits, and generated and maintained all
required data, documentation and records under all Environmental Laws, in all
such instances except where the failure to do so would not reasonably be
expected to have, individually or in the aggregate, a material adverse effect on
the Condition of the Company.
(e) For
purposes of this Agreement, the following terms shall have the meanings provided
below:
(i) “Environmental Laws”
shall mean the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. §§ 9601, et seq.; the Emergency Planning and Community
Right-to-Know Act of 1986, 42 U.S.C. §§ 11001, et seq.; the Resource
Conservation and Recovery Act, 42 U.S.C. §§ 6901, et seq.; the Toxic Substances
Control Act, 15 U.S.C. §§ 2601 et seq.; the Federal Insecticide, Fungicide, and
Rodenticide Act, 7 U.S.C. §§ 136, et seq. and comparable state statutes dealing
with the registration, labeling and use of pesticides and herbicides; the Clean
Air Act, 42 U.S.C. §§ 7401 et seq.; the Clean Water Act (Federal Water Pollution
Control Act), 33 U.S.C. §§ 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C.
§§ 300f, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801,
et seq.; as any of the above statutes have been amended as of the date hereof,
all rules, regulations and policies promulgated pursuant to any of the above
statutes, and any other foreign, federal, state or local law, statute,
ordinance, rule, regulation or policy governing environmental matters, as the
same have been amended as of the date hereof.
(ii) “Hazardous Material”
shall mean any substance or material meeting any one or more of the following
criteria: (a) it is or contains a substance designated as or meeting the
characteristics of a hazardous waste, hazardous substance, hazardous material,
pollutant, contaminant or toxic substance under any Environmental Law; (b) its
presence at some quantity requires investigation, notification or remediation
under any Environmental Law; or (c) it contains, without limiting the foregoing,
asbestos, polychlorinated biphenyls, petroleum hydrocarbons, petroleum derived
substances or waste, pesticides, herbicides, crude oil or any fraction thereof,
nuclear fuel, natural gas or synthetic gas.
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ARTICLE
III.
Parent
and Acquisition Corp. represent and warrant to the Company as follows.
Notwithstanding anything to the contrary contained herein, disclosure of items
in the Parent SEC Documents (as defined below) shall be deemed to be disclosure
of such items for all purposes under this Agreement, including, without
limitation, for all applicable representations and warranties of Parent and
Acquisition Corp.:
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(a) The
authorized capital stock of Parent consists of (i) 125,000,000 shares of Parent Common
Stock, of which 24,800,000 shares are issued and outstanding (with fractional
shares rounded up to the nearest whole share. There are no preferred
shares authorized or issued.. Parent has no outstanding options, rights or
commitments to issue shares of Parent Stock or any other Equity Security of
Parent or Acquisition Corp., and there are no outstanding securities convertible
or exercisable into or exchangeable for shares of Parent Common Stock or any
other Equity Security of Parent or Acquisition Corp. There is no voting trust,
agreement or arrangement among any of the beneficial holders of Parent Common
Stock affecting the nomination or election of directors or the exercise of the
voting rights of Parent Common Stock. The offer, issuance and sale of such
shares of Parent Common Stock were (a) exempt from the registration and
prospectus delivery requirements of the Securities Act, (b) registered or
qualified (or were exempt from registration or qualification) under the
registration or qualification requirements of all applicable state securities
laws and (c) accomplished in conformity with all other applicable securities
laws. None of such shares of Parent Common Stock are subject to a right of
withdrawal or a right of rescission under any federal or state securities or
“Blue Sky” law.
(b) The
authorized capital stock of Acquisition Corp. consists of 3,000 shares of common
stock, par value $0.001 per share (the “Acquisition Corp. Common
Stock”), of which 1,000 shares are issued and outstanding. All of the
outstanding Acquisition Corp. Common Stock is owned by Parent. All outstanding
shares of the capital stock of Acquisition Corp. are validly issued and
outstanding, fully paid and non-assessable, and none of such shares have been
issued in violation of the preemptive rights of any Person. Acquisition Corp.
has no outstanding options, rights or commitments to issue shares of Acquisition
Corp. Common Stock or any other Equity Security of Acquisition Corp., and there
are no outstanding securities convertible or exercisable into or exchangeable
for shares of Acquisition Corp. Common Stock or any other Equity Security of
Acquisition Corp.
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(a) Parent
filed a registration statement on Form S-1 under the Securities Act, which
became effective on June 23, 2008, as amended to date (the “Parent Registration
Statement”). Since that date, Parent has timely filed with the
U.S. Securities and Exchange Commission (the “Commission”) all
registration statements, proxy statements, information statements and reports
required to be filed pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”). Parent has not filed with the Commission a certificate on Form 15
pursuant to Rule 12h-3 of the Exchange Act.
(b) Parent
has made available to the Company true and complete copies of the registration
statements, information statements and other reports (collectively, the “Parent SEC
Documents”) filed by Parent with the Commission. None of the Parent SEC
Documents, as of their respective dates, contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements contained therein not misleading.
(c) Prior
to and until the Closing, Parent will provide to the Company copies of any and
all amendments or supplements to the Parent SEC Documents filed with the
Commission and all subsequent registration statements and reports filed by
Parent subsequent to the filing of the Parent SEC Documents with the Commission
and any and all subsequent information statements, proxy statements, reports or
notices filed by Parent with the Commission or delivered to the stockholders of
Parent.
(d) Parent
is not an investment company within the meaning of Section 3 of the Investment
Company Act of 1940, as amended.
(e) The
shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin
Board under the symbol “CBBV.OB” and Parent is in compliance in all material
respects with all rules and regulations of the OTC Bulletin Board applicable to
it and the Parent Common Stock.
(f) Between
the date hereof and the Closing Date, Parent shall continue to satisfy the
filing requirements of the Exchange Act and all other requirements of applicable
securities laws and of the OTC Bulletin Board.
(g) The
Parent SEC Documents include all certifications and statements required of it,
if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C.
Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such
certifications and statements contain no qualifications or exceptions to the
matters certified therein other than a knowledge qualification, permitted under
such provision, and have not been modified or withdrawn and neither Parent nor
any of its officers has received any notice from the Commission questioning or
challenging the accuracy, completeness, form or manner of filing or submission
of such certifications or statements.
(h) Parent
has otherwise complied with the Securities Act, Exchange Act and all other
applicable federal and state securities laws.
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(a) Except
as disclosed in the Parent SEC Documents, there are no “employee benefit plans”
(within the meaning of Section 3(3) of ERISA) nor any other employee benefit or
fringe benefit arrangements, practices, contracts, policies or programs other
than programs merely involving the regular payment of wages, commissions, or
bonuses established, maintained or contributed to by Parent. Any plans listed in
the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit
Plans.”
(b) Any
current and prior material documents, including all amendments thereto, with
respect to each Parent Employee Benefit Plan have been given to the Company or
its advisors.
(c) All
Parent Employee Benefit Plans are in material compliance with the applicable
requirements of ERISA, the Code and any other applicable state, federal or
foreign law.
(d) There
are no pending, or to the knowledge of Parent, threatened, claims or lawsuits
which have been asserted or instituted against any Parent Employee Benefit Plan,
the assets of any of the trusts or funds under the Parent Employee Benefit
Plans, the plan sponsor or the plan administrator of any of the Parent Employee
Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with
respect to the operation of such plan.
(e) There
is no pending, or to the knowledge of Parent, threatened, investigation or
pending or possible enforcement action by the Pension Benefit Guaranty
Corporation, the Department of Labor, the Internal Revenue Service or any other
government agency with respect to any Parent Employee Benefit Plan.
(f) No
actual or, to the knowledge of Parent, contingent liability exists with respect
to the funding of any Parent Employee Benefit Plan or for any other expense or
obligation of any Parent Employee Benefit Plan, except as disclosed on the
financial statements of Parent or the Parent SEC Documents, and to the knowledge
of Parent, no contingent liability exists under ERISA with respect to any
“multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of
ERISA.
22
23
sales
agency, franchise or advertising contract or commitment, (n) agreement to
register securities under the Securities Act, (o) collective bargaining
agreement or (p) agreement or other commitment or arrangement with any Person
continuing for a period of more than three months from the Closing Date that
involves an expenditure or receipt by Parent in excess of $1,000. Parent
maintains no insurance policies or insurance coverage of any kind with respect
to Parent, its business, premises, properties, assets, employees and agents. No
consent of any bank or other depository is required to maintain any bank
account, other deposit relationship or safety deposit box of Parent in effect
following the consummation of the Merger and the transactions contemplated
hereby.
ARTICLE
IV.
Promptly
after the Effective Time, Parent shall cause to be mailed to each holder of
record of Company Common Stock that was converted pursuant to Section 1.06
hereof into the right to receive Parent Stock a letter of transmittal (“Letter of
Transmittal”) that shall contain additional representations, warranties
and covenants of such Stockholder, including without limitation, that (a) such
Stockholder has full right, power and authority to deliver such Company Common
Stock and Letter of Transmittal, (b) the delivery of such Company Common Stock
will not violate or be in conflict with, result in a breach of or constitute a
default under, any indenture, loan or credit agreement, deed of trust, mortgage,
security agreement or other agreement or instrument to which such Stockholder is
bound or affected, (c) such Stockholder has good, valid and marketable title to
all shares of Company Common Stock indicated in such Letter of Transmittal and
that such Stockholder is not affected by any voting trust, agreement or
arrangement affecting the voting rights of such Company Common Stock, (d)
whether such Stockholder is an “accredited investor,” as such term is defined in
Regulation D under the Securities Act and that such Stockholder is acquiring
Parent Stock for investment purposes, and not with a view to selling or
otherwise distributing such Parent Stock in violation of the Securities Act or
the securities laws of any state and (e) such Stockholder has had an opportunity
to ask and receive answers to any questions such Stockholder may have had
concerning the terms and conditions of the Merger and the Parent Stock and has
obtained any additional information that such Stockholder has requested.
Delivery shall be effected, and risk of loss and title to the Company Common
Stock shall pass, only upon delivery to Parent (or an agent of Parent) of (x)
certificates evidencing ownership thereof as contemplated by Section 1.07 hereof
(or affidavit of lost certificate), and (y) the Letter of Transmittal containing
the representations, warranties and covenants contemplated by this Article
IV.
24
ARTICLE
V.
Section
5.01 Conduct of Business by the
Company Pending the Merger. Prior to the Effective Time,
unless Parent or Acquisition Corp. shall otherwise agree in writing or as
otherwise contemplated by this Agreement:
(a) the
business of the Company shall be conducted only in the ordinary
course;
(b) the
Company shall not (i) directly or indirectly redeem, purchase or otherwise
acquire or agree to redeem, purchase or otherwise acquire any shares of its
capital stock; (ii) amend its Charter except to effectuate the transactions
contemplated in the Disclosures or (iii) split, combine or reclassify the
outstanding Company Common Stock or declare, set aside or pay any dividend
payable in cash, stock or property or make any distribution with respect to any
such stock;
(c) the
Company shall not (i) issue or agree to issue any additional shares of, or
options, warrants or rights of any kind to acquire any shares of, Company Common
Stock, except to issue shares of Company Common Stock in connection with any
matter relating to the Disclosures; (ii) acquire or dispose of any fixed assets
or acquire or dispose of any other substantial assets other than in the ordinary
course of business; (iii) incur additional Indebtedness or any other liabilities
or enter into any other transaction other than in the ordinary course of
business; (iv) enter into any contract, agreement, commitment or arrangement
with respect to any of the foregoing or (v) except as contemplated by this
Agreement, enter into any contract, agreement, commitment or arrangement to
dissolve, merge, consolidate or enter into any other material business
combination;
(d) the
Company shall use its best efforts to preserve intact the business organization
of the Company, to keep available the service of its present officers and key
employees, and to preserve the good will of those having business relationships
with it;
(e) the
Company will not, nor will it authorize any director or authorize or permit any
officer or employee or any attorney, accountant or other representative retained
by it to make, solicit, encourage any inquiries with respect to, or engage in
any negotiations concerning, any Acquisition Proposal (as defined below for
purposes of this paragraph). The Company will promptly advise Parent orally and
in writing of any such inquiries or proposals (or requests for information) and
the substance thereof. As used in this paragraph, “Acquisition Proposal”
shall mean any proposal for a merger or other business combination involving the
Company or for the acquisition of a substantial equity interest in it or any
material assets of it other than as contemplated by this Agreement. The Company
will immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any Person conducted heretofore with respect to
any of the foregoing; and
25
(f) the
Company will not enter into any new employment agreements with any of its
officers or employees or grant any increases in the compensation or benefits of
its officers and employees or amend any employee benefit plan or
arrangement.
(a) the
business of Parent and Acquisition Corp. shall be conducted only in the ordinary
course; provided, however, that Parent
shall take the steps necessary to have discontinued its existing business
without liability to Parent or Acquisition Corp. immediately following the
Effective Time;
(b) neither
Parent nor Acquisition Corp. shall (i) directly or indirectly redeem, purchase
or otherwise acquire or agree to redeem, purchase or otherwise acquire any
shares of its capital stock; (ii) amend its charter or by-laws other than to
effectuate the transactions contemplated hereby; or (iii) split, combine or
reclassify its capital stock or declare, set aside or pay any dividend payable
in cash, stock or property or make any distribution with respect to such
stock;
(c) neither
Parent nor Acquisition Corp. shall (i) issue or agree to issue any additional
shares of, or options, warrants or rights of any kind to acquire shares of, its
capital stock; (ii) acquire or dispose of any assets other than in the ordinary
course of business (except for dispositions in connection with Section 5.02(a)
hereof); (iii) incur additional Indebtedness or any other liabilities or enter
into any other transaction except in the ordinary course of business; (iv) enter
into any contract, agreement, commitment or arrangement with respect to any of
the foregoing or (v) except as contemplated by this Agreement, enter into any
contract, agreement, commitment or arrangement to dissolve, merge, consolidate
or enter into any other material business contract or enter into any
negotiations in connection therewith;
(d) neither
Parent nor Acquisition Corp. will, nor will they authorize any director or
authorize or permit any officer or employee or any attorney, accountant or other
representative retained by them to, make, solicit, encourage any inquiries with
respect to, or engage in any negotiations concerning, any Acquisition Proposal
(as defined below for purposes of this paragraph). Parent will promptly advise
the Company orally and in writing of any such inquiries or proposals (or
requests for information) and the substance thereof. As used in this paragraph,
“Acquisition
Proposal” shall mean any proposal for a merger or other business
combination involving Parent or Acquisition Corp. or for the acquisition of a
substantial equity interest in either of them or any material assets of either
of them other than as contemplated by this Agreement. Parent will immediately
cease and cause to be terminated any existing activities, discussions or
negotiations with any Person conducted heretofore with respect to any of the
foregoing; and
26
(e) neither
Parent nor Acquisition Corp. will enter into any new employment agreements with
any of their officers or employees or grant any increases in the compensation or
benefits of their officers and employees.
ARTICLE
VI.
27
efforts
to satisfy the conditions precedent to the obligations of any of the parties
hereto, to obtain all necessary waivers, and to lift any injunction or other
legal bar to the Merger (and, in such case, to proceed with the Merger as
expeditiously as possible). In order to obtain any necessary governmental or
regulatory action or non-action, waiver, consent, extension or approval, each of
Parent, Acquisition Corp. and the Company agrees to take all reasonable actions
and to enter into all reasonable agreements as may be necessary to obtain timely
governmental or regulatory approvals and to take such further action in
connection therewith as may be necessary. In case at any time after the
Effective Time any further action is necessary or desirable to carry out the
purposes of this Agreement, the proper officers and/or directors of Parent,
Acquisition Corp. and the Company shall take all such necessary
action.
ARTICLE
VII.
(a) The
representations and warranties of the Company under this Agreement shall be
deemed to have been made again on the Closing Date and shall then be true and
correct in all material respects.
(b) The
Company shall have performed and complied in all material respects with all
agreements and conditions required by this Agreement to be performed or complied
with by it on or before the Closing Date.
(c) There
shall not exist on the Closing Date any Default (as defined below) or Event of
Default (as defined below) or any event or condition that, with the giving of
notice or lapse of time or both, would constitute a Default or Event of Default
and, since the Company Balance Sheet Date, there shall have been no material
adverse change in the Condition of the Company. For purposes of this Agreement,
“Default” shall
mean a default or failure in the due observance or performance of any covenant,
condition or agreement on the part of a party to be
28
observed
or performed under the terms of the Merger Documents, if such default or failure
in performance shall remain un-remedied for five (5) days. Furthermore, for
purposes of this Agreement, “Event of Default”
shall mean (i) the failure to pay any Indebtedness for Borrowed Money, or any
interest or premium thereon, within five (5) days after the same shall become
due, whether such Indebtedness shall become due by scheduled maturity, by
required prepayment, by acceleration, by demand or otherwise, (ii) an event of
default under any agreement or instrument evidencing or securing or relating to
any such Indebtedness or (iii) the failure to perform or observe any material
term, covenant, agreement or condition on its part to be performed or observed
under any agreement or instrument evidencing or securing or relating to any such
Indebtedness when such term, covenant or agreement is required to be performed
or observed.
(d) No
action or proceeding before any court, governmental body or agency shall have
been threatened, asserted or instituted to restrain or prohibit, or to obtain
substantial damages in respect of, the Merger Documents or the carrying out of
the transactions contemplated by the Merger Documents.
(e) Parent
and Acquisition Corp. shall have received the following:
(i) copies
of resolutions of the Board of Directors and the Stockholders, certified by the
Secretary of the Company, authorizing and approving the execution, delivery and
performance of the Merger Documents and all other documents and instruments to
be delivered pursuant thereto;
(ii) a
certificate of incumbency executed by the Secretary of the Company certifying
the names, titles and signatures of the officers authorized to execute any
documents referred to in this Agreement and further certifying that the Charter
of the Company delivered to Parent and Acquisition Corp. at the time of the
execution of this Agreement have been validly adopted and have not been amended
or modified;
(iii) a
certificate, dated the Closing Date, executed by the Chief Executive Officer of
the Company certifying that he has no knowledge of any plan to issue any
securities of the Company, and the Company has not entered into any agreement,
written or oral, to issue any securities of the Company except as described in
the Disclosures or this Agreement;
(iv) evidence
as of a recent date of the good standing and corporate existence of the Company
issued by the Russian Federation and evidence that the Company is qualified to
transact business as a foreign corporation and is in good standing in each state
of the United States and in each other jurisdiction where the character of the
property owned or leased by it or the nature of its activities makes such
qualification necessary; and
(v) such
additional supporting documentation and other information with respect to the
transactions contemplated hereby as Parent and Acquisition Corp. may reasonably
request.
29
(f) All
corporate and other proceedings and actions taken in connection with the
transactions contemplated hereby and all certificates, opinions, agreements,
instruments and documents mentioned herein or incident to any such transactions
shall be reasonably satisfactory in form and substance to Parent and Acquisition
Corp. The Company shall furnish to Parent and Acquisition Corp. such supporting
documentation and evidence of the satisfaction of any or all of the conditions
precedent specified in this Section 7.01 as Parent or its counsel may reasonably
request.
(a) The
representations and warranties of Parent and Acquisition Corp. under this
Agreement shall be deemed to have been made again on the Closing Date and shall
then be true and correct in all material respects.
(b) Parent
and Acquisition Corp. shall have performed and complied in all material respects
with all agreements and conditions required by the Merger Documents to be
performed or complied with by them on or before the Closing Date.
(c) There
shall not exist on the Closing Date any Default or Event of Default or any event
or condition that, with the giving of notice or lapse of time or both, would
constitute a Default or Event of Default and, since the Parent Balance Sheet
Date, there shall have been no material adverse change in the Condition of the
Parent.
(d) The
Company shall have received the following:
(i) copies
of resolutions of Parent’s and Acquisition Corp.’s respective boards of
directors and the sole stockholder of Acquisition Corp., certified by their
respective Secretaries, authorizing and approving, to the extent applicable, the
execution, delivery and performance of the Merger Documents and all other
documents and instruments to be delivered by them pursuant thereto;
(ii) a
certificate of incumbency executed by the respective Secretaries of Parent and
Acquisition Corp. certifying the names, titles and signatures of the officers
authorized to execute the documents referred to in this Agreement and further
certifying that the Certificates of Incorporation and By-Laws of Parent and
Acquisition Corp. appended thereto have not been amended or
modified.
(iii) a
certificate, dated the Closing Date, executed by the President or Chief
Executive Officer of each of the Parent and Acquisition Corp., certifying that
(A) except for the filing of the Articles of Merger, all consents,
authorizations, orders and approvals of, and filings and registrations with, any
court, governmental body or instrumentality that are required for the execution
and delivery of the Merger Documents and the consummation of the Merger shall
have been duly made or obtained, and all material consents by third parties
required for the Merger have been obtained and (B) no action or proceeding
before any court, governmental body or agency has been threatened, asserted or
instituted to restrain or prohibit, or to obtain substantial damages in respect
of, the Merger Documents or the carrying out of the transactions contemplated by
any of the Merger Documents;
30
(iv) a
certificate from the Parent’s transfer agent and registrar,
certifying, as of the business day prior to the Closing Date, a true and
complete list of the names and addresses of the record owners of all of the
outstanding shares of Parent Common Stock, together with the number of shares of
Parent Common Stock held by each record owner and the total number of shares of
Parent Common Stock then outstanding;
(v) the
executed resignations of all directors and officers of Parent, with the director
resignations to take effect at the Closing Date;
(vi) evidence
as of a recent date and within five (5) days of the Effective Date of the good
standing and corporate existence of each of Parent and Acquisition Corp. issued
by the Secretary of State of the State of Nevada and evidence that Parent and
Acquisition Corp. are qualified to transact business as foreign corporations and
are in good standing in each state of the United States and in each other
jurisdiction where the character of the property owned or leased by them or the
nature of their activities makes such qualification necessary; and
(vii) such
additional supporting documentation and other information with respect to the
transactions contemplated hereby as the Company may reasonably
request.
(e) All
corporate and other proceedings and actions taken in connection with the
transactions contemplated hereby and all certificates, opinions, agreements,
instruments and documents mentioned herein or incident to any such transactions
shall be satisfactory in form and substance to the Company. Parent and
Acquisition Corp. shall furnish to the Company such supporting documentation and
evidence of satisfaction of any or all of the conditions specified in this
Section 7.02 as the Company may reasonably request.
(f) No
action or proceeding before any court, governmental body or agency shall have
been threatened, asserted or instituted to restrain or prohibit, or to obtain
substantial damages in respect of, the Merger Documents or the carrying out of
the transactions contemplated by the Merger Documents.
ARTICLE
VIII.
31
Parent or
Acquisition Corp. in connection with any of the transactions contemplated by
this Agreement, (d) taxes attributable to any transaction or event occurring on
or prior to the Closing, (e) any claim relating to or arising out of any
liabilities reflected in the Parent Financial Statement or with respect to
accounting fees arising thereafter or (f) any litigation, action, claim,
proceeding or investigation by any third party relating to or arising out of the
business or operations of Parent, or the actions of Parent or any holder of
Parent capital stock prior to the Effective Time.
(a) The
aggregate liability of Parent and Acquisition Corp. to the Company Indemnified
Parties under this Agreement shall be payable by the issuance of additional
shares of Parent Common Stock pursuant to Section 8.06.
(b) Other
than claims based on fraud or for specific performance, injunctive or other
equitable relief, the indemnity provided in this Article VIII shall be the sole
and exclusive remedy of the Company Indemnified Parties against Parent and
Acquisition Corp. at law or equity for any matter covered by Section
8.01.
(a) If,
at any time on or prior to the Claims Deadline, any of the Company Indemnified
Parties shall assert a claim for indemnification pursuant to Section 8.01, such
Company Indemnified Party shall submit to Parent a written claim in good faith
signed by an authorized officer of the Company or other Company Indemnified
Party, as applicable, stating (i) that a Company Indemnified Party incurred or
reasonably believes it may incur Damages and the reasonable estimate of the
amount of any such Damages; (ii) in reasonable detail, the facts alleged as the
basis for such claim and the section or sections of this Agreement alleged as
the basis or bases for the claim; and (iii) if the Damages have actually been
incurred, the number of additional shares of Parent Common Stock to which the
Stockholders are entitled to with respect to such Damages, which shall be
determined as provided in Section 8.06 below. If the claim is
32
for
Damages which the Company Indemnified Parties reasonably believe may be incurred
or are otherwise un-liquidated, the written claim of the applicable Company
Indemnified Party shall state the reasonable estimate of such Damages, in which
event a claim shall be deemed to have been asserted under this Article VIII in
the amount of such estimated Damages, but no distribution of additional shares
of Parent Common Stock to the Stockholders pursuant to Section 8.06 below shall
be made until such Damages have actually been incurred.
(b) In
the event that any action, suit or proceeding is brought against any Company
Indemnified Party with respect to which Parent may have liability under this
Article VIII, Parent shall have the right, at its cost and expense, to defend
such action, suit or proceeding in the name and on behalf of the Company
Indemnified Party; provided, however, that a
Company Indemnified Party shall have the right to retain its own counsel, with
fees and expenses paid by Parent, if representation of the Company Indemnified
Party by counsel retained by Parent would be inappropriate because of actual or
potential differing interests between Parent and the Company Indemnified Party.
In connection with any action, suit or proceeding subject to Article VIII,
Parent and each Company Indemnified Party agree to render to each other such
assistance as may reasonably be required in order to ensure proper and adequate
defense of such action, suit or proceeding. Parent shall not, without the prior
written consent of the applicable Company Indemnified Party, which consent shall
not be unreasonably withheld or delayed, settle or compromise any claim or
demand if such settlement or compromise does not include an irrevocable and
unconditional release of such Company Indemnified Party for any liability
arising out of such claim or demand.
33
ARTICLE
IX.
(a) by
the mutual written consent of the Company, Acquisition Corp. and
Parent;
(b) by
the Company, if Parent or Acquisition Corp. (i) fails to perform in any material
respect any of its agreements contained herein required to be performed by it on
or prior to the Closing Date, or (ii) materially breach any of their
representations, warranties or covenants contained herein, which failure or
breach is not cured within thirty (30) days after the Company has notified
Parent and Acquisition Corp. of its intent to terminate this Agreement pursuant
to this paragraph (b);
(c) by
Parent and Acquisition Corp. if the Company (i) fails to perform in any material
respect any of its agreements contained herein required to be performed by it on
or prior to the Closing Date or (ii) materially breaches any of its
representations, warranties or covenants contained herein, which failure or
breach is not cured within thirty (30) days after Parent or Acquisition Corp.
has notified the Company of its intent to terminate this Agreement pursuant to
this paragraph (c);
(d) by
either the Company, on the one hand, or Parent and Acquisition Corp., on the
other hand, if there shall be any order, writ, injunction or decree of any court
or governmental or regulatory agency binding on Parent, Acquisition Corp. or the
Company that prohibits or materially restrains any of them from consummating the
transactions contemplated hereby, provided that the parties hereto shall have
used their best efforts to have any such order, writ, injunction or decree
lifted and the same shall not have been lifted within ninety (90) days after
entry by any such court or governmental or regulatory agency; or
(e) by
either the Company, on the one hand, or Parent and Acquisition Corp., on the
other hand, if the Closing has not occurred on or prior to December 31, 2009 ,
or such later date, which shall be no later than January 31, 2010, for any
reason other than delay or nonperformance of the party seeking such
termination.
34
ARTICLE
X.
(a) If
to Parent or Acquisition Corp.:
38 Playa
Laguna
Xxxxx,
Dominican Republic
Attention:
Xxxxxx Xxxxxx
With a
copy to:
Xxxxxxx
X. Xxxxxx, Esq.
Xxxxxxxxx
Xxxxxxxxxx & Beilly LLP
0000
Xxxxxxxxx Xxxx., X.X., Xxxxx 000
Xxxx
Xxxxx, XX 00000
(b) If
to the Company:
CJSC
Globotek
With a
copy to:
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxxx, Esq.
Notices
shall be deemed received at the earlier of actual receipt or three (3) business
days following mailing. Counsel for a party (or any authorized representative)
shall have authority to accept delivery of any notice on behalf of such
party.
35
Section
10.11 Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York without
regard to principles of conflicts of laws, except that the applicable terms of
Section 1 shall be governed by the NRS.
[Signature
Page Follows]
36
PARENT:
By:/s/ Xxxxxx
Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
President
ACQUISITION
CORP:
GLOBOTEK
ACQUISITION CORP.
By:/s/ Xxxxxx
Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
President
COMPANY:
CJSC
GLOBOTEK
By:/s/ Tanebaum Vladisav
Feliksovich
Name: Tanebaum
Vladisav Feliksovich
Title: President
[SIGNATURE
PAGE TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION]
37
Schedule
1.06(a)(ii)
|
№
|
Individuals
|
Number
of Shares Held
|
Share
in the charter capital (%)
|
|
1
|
Xxxxx
Xxxxxx Viktorovich
|
14
|
14
|
|
2
|
Xxxxx
Xxxxxxxxx Viktorovich
|
14
|
14
|
|
3
|
Xxxxx
Xxxxxx Viktorovich
|
14
|
14
|
|
4
|
Xxxxxx
Xxxxxxxxx Nikolaevich
|
14
|
14
|
|
5
|
Xxxxxx
Xxxxxx Alexandrovich
|
14
|
14
|
|
6
|
Chernykh
Xxxxx Xxxxxxxxxxxx
|
14
|
14
|
|
7
|
Xxxxxxxxx
Xxxxxxxxx
|
14
|
14
|
|
8
|
Aksutin
Alexandre Vladimirovich
|
2
|
2
|
38