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Exhibit 2.1(ii)
MERGER AGREEMENT AND PLAN OF REORGANIZATION
THIS MERGER AGREEMENT AND PLAN OF RECORGANIZATION is the First
Amendment to a Stock Purchase and Sale Agreement dated April 11, 1999
("Agreement") and is made and effective as of the (15th) day of June, 1999 by
and among EWRX Internet Systems, Inc., a Nevada corporation ("EWRX"), Classic
Car Source, Inc., a Washington corporation ("CCS"), North Fork Publishing Group
Incorporated, a Washington corporation ("NFPG"), CCS Acquisition Corporation, a
Nevada corporation ("CCS Acquisition"), NFPG Acquisition Corporation, a Nevada
corporation ("NFPG Acquisition") and all of the shareholders of CCS and NFPG set
forth in the Agreement (respectively the "CCS Shareholders" and "NFPG
Shareholders").
RECITALS
C. EWRX (formerly known as Europa Resources, Inc.), and all of
the shareholders of CCS and NFPG respectively have previously
entered into the Agreement.
D. The parties desire to consummate the transaction as a double
"reverse triangular merger" intended to qualify as a
reorganization within the meaning of ss. 368 of the Internal
Revenue Code.
E. The parties desire CCS and NFPG to remain as viable business
entities after the merger due to the existence of various
contract rights owned by CCS and NFPG. The parties further
desire that through the reorganization the business of CCS and
NFPG continue with the support of EWRX's access to funding.
F. In order to satisfy securities law disclosure and other
similar requirements, the parties have agreed that certain
individual shareholders will retain the services of purchaser
representatives to assist them in the evaluation of the merits
and risks of the proposed merger and other transactions
contemplated by the Agreement and to act on behalf of such
shareholder in connection with consummation of the proposed
merger.
NOW, THEREFORE, the parties mutually agree to amend the Agreement as follows:
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ARTICLE I
MERGER
1.01 Merger
(a) In accordance with the terms and provisions of this Agreement and the
applicable corporate laws of Nevada and Washington, as applicable, at
the Closing (hereinafter defined), CCS Acquisition shall be merged with
and into CCS and, concurrently, NFPG Acquisition shall be merged with
and into NFPG. CCS and NFPG shall be, and are hereinafter sometimes
referred to as the individually as "CCS Surviving Corporation" and
"NFPG Surviving Corporation" respectively, and collectively as
"Surviving Corporations." CCS, NFPG, CCS Acquisition and NFPG
Acquisition shall be, and are hereinafter sometimes referred to as the
"Constituent Corporations."
(b) From and after the Effective Time of the Merger:
(1) the Certificate of Incorporation and the By-laws of CCS shall
continue in full force and effect as the Certificate of
Incorporation and the By-laws of the CCS Surviving
Corporation, and the Certificate of Incorporation and the
By-laws of NFPG shall continue in full force and effect as the
Certificate of Incorporation and the By-laws of NFPG Survivor;
and
(2) the directors of CCS Survivor shall be: Xxx Xxxxxxx and Xxxxxx X.Xxxxx.
(3) The directors and offices of NFPG Survivor shall be: Xxx Xxxxxxx and
Xxxxxx X. Xxxxx.
(c) Except as hereinafter specifically set forth, the identity, existence,
corporate organization, purposes, powers, objects, franchises,
privileges, rights and immunities of CCS Acquisition shall be merged
with and into CCS, and CCS shall be fully vested therewith. Except as
hereinafter specifically set forth, the identity, existence, corporate
organization, purposes, powers, objects, franchises, privileges, rights
and immunities of NFPG Acquisition shall be merged with and into NFPG,
and NFPG shall be fully vested therewith. The separate existence and
the corporate organization of CCS Acquisition and NFPG Acquisition
respectively, except insofar as they may continue by statute, shall
cease as of the Effective Time of the Merger.
(d) The Merger shall not become effective until, and shall become effective
at, the point in time at which Article of Merger (the "Articles of
Merger") in accordance with the terms of this Agreement and applicable
corporate laws in the States of Nevada and Washington respectively
shall have been executed and acknowledged by the Constituent
Corporations and filed with the Secretaries of State and the States of
Nevada and Washington respectively. The time when the Merger shall
become effective is herein called the "Effective Time of the Merger".
The parties hereto shall cause the Articles of Merger to be executed
and filed as aforesaid on the Closing Date upon the satisfaction of the
conditions contained in Article II hereof.
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(e) As of the Effective Time of the Merger:
(1) each share of the Common Stock of CCS held by the CCS
Shareholders shall be automatically converted into the right
to receive an amount per share (in cash and shares of EWRX)
determined by dividing the CCS Merger Consideration by the
number of shares of Common Stock of CCS outstanding as of the
Effective Time of the Merger; and all shares of the capital
stock of CCS held by the CCS Shareholders shall be thereupon
canceled and shall be without further rights or obligations,
except that the holders of such shares shall be entitled to
surrender such shares in exchange for the CCS Merger
Consideration; and
(2) each share of the capital stock of CCS Acquisition shall be
automatically converted into an equal number of shares of
the Common Stock of CCS; and
(3) each share of the Common Stock of NFPG held by the NFPG
Shareholders shall be automatically converted into the right
to receive an amount per share (in cash and shares of EWRX)
determined by dividing the NFPG Merger Consideration by the
number of shares of Common Stock of NFPG outstanding as of the
Effective Time of the Merger; and all shares of the capital
stock of NFPG held by the NFPG shareholders shall be thereupon
canceled and shall be without further rights or shares in
exchange for the NFPG Merger Consideration; and
(4) each share of the capital stock of NFPG Acquisition shall be
automatically converted into an equal number of shares of the
Common Stock of NFPG.
(f) The stock transfer books of CCS and NFPG shall be closed, as of the
Effective Time of the Merger, and no transfer of shares of the capital
stock of CCS or NFPG shall be made or consummated thereafter except by
the Surviving Corporations.
1.02. Merger Consideration
(a) The "CCS Merger Consideration" shall be (I) the cash amount of
$133,333.33 (U.S.) $25,000.00 of which was paid as a refundable deposit
upon signing of the Agreement, and (ii) One Million (1,000,000) shares
of common stock of EWRX. The CCS Merger Consideration (less that
portion thereof which has been previously paid) shall be payable in
cash on the Closing Date by wire transfer to an account in the United
States designated by CCS to EWRX. The share component of the CCS Merger
Consideration shall be delivered to the CCS Shareholders, according to
their interest, as soon as practicable after Closing.
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(b) The "NFPG Merger Consideration" shall be shall be (I) the cash amount
of $66,666.67 (U.S.) $25,000.00 of which was paid as a refundable
deposit upon signing of the Agreement, and (ii) Four Hundred Fifty
Thousand (450,000) shares of common stock of EWRX. The NFPG Merger
Consideration (less that portion thereof which has been previously
paid) shall be payable in cash on the Closing Date by wire transfer to
an account in the United States designated by NFPG to EWRX. The share
component of the NFPG Merger Consideration shall be delivered to the
NFPG Shareholders, according to their interest, as soon as practicable
after Closing.
(c) (1) Simultaneously with the execution and delivery of the
Agreement, EWRX paid to CCS $25,000 (U.S.)(the "CCS
Deposit") and to NFPG $25,000.00 (U.S.) (the "NFPG
Deposit").
(2) In the event that the closing shall occur, the CCS Deposit and
the NFPG Deposit [(together with any interest and income accrued
or earned thereon)] shall be delivered pro rata to the CCS
Shareholders and NFPG Shareholders respectively to be applied
against the applicable portion of the CCS and NFPG Merger
Consideration.
(3) In the event that the Closing shall not occur for any reason then
the CCS Deposit and NFPG Deposit shall be delivered to EWRX
within three Business Days following any valid termination of the
Agreement.
1.03 Post-Closing Access to Books, Records and Files of CCS and NFPG and
Cooperation: Etc.
(a) From and after the Closing Date:
(1) CCS and NFPG shall give to EWRX and its officers, employees and
advisers reasonable access, during normal business hours to the
facilities and property of CCS and NFPG and to their respective
books, files and records (and the right to make copies thereof
and the expense of EWRX) existing as of or prior to the Closing
Date (or with respect to any period which includes the Closing
Date) as EWRX shall from time to time reasonably request in
connection with any reasonable purpose.
(2) CCS and NFPG shall cooperate with and assist, and shall cause its
officers and employees to cooperate with and assist, EWRX and its
officers, employees and advisors in connection with:
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(A) the preparation of any tax return, report or filing for any
period (or portion thereof) ending on or before (or including)
the Effective Time of the Closing;
(B) the preparation of any financial statements for (or including)
any period (or portion thereof) ending on or before the Effective
Time of the Closing: or
(C) the investigation, prosecution, or defense of any actions, suits,
claims or proceedings commenced by any other person or CCS or
NFPG.
ARTICLE II
CONDITIONS OF CLOSING
In addition to the conditions to closing set forth in the Agreement,
the following conditions shall be applicable:
2.01 Merger Conditions
(a) This Agreement, as amended, and the Merger and the other transactions
contemplated by the Agreement amended shall have been duly authorized
by the Board of Directors and the stockholders of CCS and NFPG
respectively and CCS Acquisition and NFPG Acquisition respectively; and
the Agreement, as amended, has been duly executed and delivered by CCS
and NFPG and their respective shareholders, CCS Acquisition and NFPG
Acquisition and shall constitute the legal, valid and binding
obligation of such parties enforceable against them in accordance with
its terms, except:
(1) as may be limited by bankruptcy, reorganization, insolvency
and similar laws of general application relating to or
affecting the enforcement of creditors rights or the relief of
debtors; and
(2) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any
proceeding therefore may be brought.
(b) The execution, delivery and performance of the Agreement, as amended,
and the consummation of the mergers by CCS and CCS, NFPG, CCS
Acquisition and NFPG Acquisition will not:
(1) constitute a violation of the Articles of Incorporation (or like
charter document) or the By-laws, as amended, of any entity;
(2) conflict with, result in the breach of or constitute a default under
any material contract of a party;
(3) constitute a material violation of any law applicable or relating to
any party; or
(4) result in the creation of any lien upon any of the assets of any
party.
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(c) The necessary filings of Articles of Merger and any other documents
necessary to accomplish the mergers as required by applicable corporate
laws of the States of Nevada and Washington respectively shall have
been made by the respective corporate parties.
(d) The corporate parties shall have received the opinion of counsel of the
other corporate parties dated the Closing Date, in form and substance
reasonably satisfactory, concerning the matters in paragraphs (a)-(c)
above.
(e) The corporate parties shall have furnished, or caused to be furnished,
to the other corporate parties, in form and substance reasonably
satisfactory, such certificates and other instruments as may be
reasonably requested as to the satisfaction of the conditions contained
in this Section 2.01 and as to such other matter as may be reasonably
requested.
(f) The authorization and consent of EWRX to the merger is obtained.
2.02 Other Condition
CCS Shareholders, NFPG Shareholders and Purchaser Representatives shall
have delivered the Purchaser Representative Acknowledgement Form and Power of
Attorney to EWRX.
ARTICLE III
CLOSING
3.01 Closing
The Closing shall occur at the offices of EWRX in Vancouver. B.C. as
soon as practicable after completion of the conditions to Closing.
3.02 CCS. NFPG. CCS Shareholders and NFPG Shareholders Deliveries
At Closing, CCS, NFPG and the CCS Shareholders and NFPG Shareholders
will deliver:
(a) The certificates, instruments and documents necessary to
evidence satisfaction of the conditions to closing relating to
the mergers.
(b) The documents required by Section 2.02.
(c) The opinions required by Section 2.01(d).
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3.03 EWRX, CCS Acquisition and NFPG Acquisition Deliveries
At closing, EWRX, CCS Acquisition and NFPG Acquisition will deliver:
(a) The certificates, instruments and documents necessary to
evidence satisfaction of the conditions to closing relating to
the mergers.
(b) The opinions required by Section 2.01(d).
(c) The CCS Merger Consideration and the NFPG Merger Consideration.
ARTICLE IV
EFFECT OF AMENDMENT: OTHER MATTERS
4.01 Amendment Effect
Except as specifically modified in this Amendment, the Agreement shall
continue in full force and effect as originally written.
4.02 Further Actions
From time to time, as and when requested by any party hereto, the other
parties shall execute and deliver, or cause to be delivered, such documents and
instruments and shall take, or cause to be taken, such further or other actions
as may reasonably request in order to:
(a) carry out the intent and purposes of this Agreement;
(b) effect the mergers (or to evidence the foregoing); and
(c) consummate and give effect to the other transactions, covenants and
agreements contemplated by this Agreement.
4.03 Expenses
Except as otherwise specifically provided herein, each party shall bear
their own legal fees and other costs and expenses with respect to the
negotiation, execution and the delivery of the Agreement, as amended, and the
consummation of the transactions thereunder.
4.04 Entire Agreement
The Agreement, as amended, contains the entire agreement between the
parties with respect to the transactions contemplated by it, and, except as
expressly provided herein, supercedes all prior arrangements or understandings
with respect thereto.
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4.05 Amendment to Exhibit B
Exhibit B to the Agreement is amended in the form attached hereto.
4.06 Amendment to Exhibit A
Exhibit A to the Agreement is amended by deleting the addresses of the
following shareholders and replacing them with the addresses in the form
attached hereto: Xxxxxx Xxxxxxx, Xxxxx Xxxx, Xx Xxxx, Xxxxx Xxxxxxx, Xxxx
XxXxxxxx, Xxxxxxx Mouchlino, Xxx Xxxxxx, Xxxx Xxxxxxx.
4.07 Counterparts
This Amendment may be executed in multiple counterparts, all of which,
taken together, shall constitute one and the same agreement.
Dated effective the date first written above.
EWRX INTERNET SYSTEMS, INC. CLASSIC CAR SOURCE, INC.
By:/s/ XXXXXX X. XXXXX By:/s/ XXXXXX X. XXXXXXX
NORTH FORK PUBLISHING GROUP CCS ACQUISITION CORPORATION
INCORPORATED
By:/s/ XXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXX
NFPG ACQUISITION CORPORATION.
By: /s/ XXXXXX X. XXXXX
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NFPG SELLERS:
_/S/_____________________________ _/S/___________________________
Xxxxxx X. Xxxxxxx, Shareholder Xxxxxxxxx Xxx, Shareholder
/s/_______________________________ /s/___________________________
Xxxxx Xxxxxxxx, Shareholder Xxxxx Xxxxxx, Shareholder
CCS SELLERS:
_/s/______________________________ _/s/____________________________
Xxxxxx X. Xxxxxxx, Shareholder Xxxxxxxxx Xxx, Shareholder
_/s/______________________________ _/s/____________________________
Xxxxxx Xxxxxxxx, Shareholder Xxxxx Xxxxxxxx, Shareholder
_/s/_____________________________ _/s/____________________________
Xxxx XxXxxxxx, Shareholder Xxx Xxxxxxxxxx, Shareholder
_/s/_____________________________ _/s/____________________________
Xxxxxxxxx Xxxxxxx, Shareholder Xxxxxx Xxxxxxx, Shareholder
_/s/____________________________ _/s/_____________________________
Xxxxxxx Xxxx, Shareholder Xxxxx Xxxx, Shareholder
_/s/____________________________ _/s/_____________________________
Xxxxxx Xxxx, Shareholder Xxxxx Xxxxxxx, Shareholder
_/s/____________________________ _/s/_____________________________
Xxxxx Xxxxxx, Shareholder Xxxxx Xxxxxx, Shareholder
_/s/____________________________ _/s/_____________________________
Xxx Xxxxxx, Shareholder Xxxxxx Mouchlino, Shareholder
_/s/___________________________ _/s/______________________________
Xxxx Xxxxx, Shareholder Xxx Xxxxxx, Shareholder
_/s/__________________________ _/s/_______________________________
Xxxx Xxxxxxx, Shareholder Xxx Xxxxx, Shareholder
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Exhibit A Amendment:
Xxxxxx Bolstand (after 6/13/99)
000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxx Xxxx
000 00xx Xx
Xxxxxx, XX 00000
Xx Xxxx
Onyx Software
000 000xx Xxx XX
Xxxxxxxx, XX 00000
Xxxxx Xxxxxxx
000 X Xxxxx Xxxx, Xxxxx 000
Xxxx, XX 00000
Xxxx XxXxxxxx
EWRX Internet Systems, Inc.
000-000 Xxxxxxxxx Xx
Xxxxxxxxx, XX X0X 0X0
XXXXXX
Jacques Mouchlino
Classic Car Source, Inc.
0000 Xxxxxx Xxx Xxxxx 000
Xxxxxxxxxx, XX 00000
Xxx Xxxxxx
X.X. Xxx 00
Xxxxxxxxx Xxxxx
XXX 0000
XXXXXXXXX
Xxxx Xxxxxxx (After 6/15)
X.X. xxx 000
Xxxx, XX 00000
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EXHIBIT B
SHAREHOLDERS OF NFPG
FIRST NAME LAST NAME NO. OF NFPG SHARES CASH DUE R144 SHARES DUE
---------- --------- ------------------ -------- ---------------
Xxx Xxxxxxx 500 $24,654.83 166,420
0000 Xxxxx Xxxxxx, #000
Xxxxxxxxxx,XX 00000
###-##-####
Xxxxx Xxxxxxxx 175 $8,678.50 58,580
0000 Xxxxxxxx
Xxxxxxxxxx, XX 00000
000-000-000
Xxxxx Xxxxxx 175 $8,678.50 58,580
0000 Xxxxxxx Xxxxxx, #0
Xxxxxxxxxx, XX 00000
###-##-####
XX Xxx 500 $24,654.83 166,420
TOTAL 1,352 $66,666.66 450,000
--------------------------------------------------------------------------------
REVISION OF 5/6/99: FINAL
XXX JONDRAN 3,680 $22,431.58 151,414
XXXXX XXXXXXXX 1,778 $10,901.75 73,586
XXXXX XXXXXX 1,778 $10,901.75 73,586
XX XXX 3,670 $22,431.58 151,414
TOTAL 10,906 $66,666.66 450,000
