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AGREEMENT PROVIDING FOR THE EXCHANGE
OF CAPITAL STOCK
BY AND BETWEEN
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC.
DATED AS OF JUNE 17, 1999
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TABLE OF CONTENTS
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BACKGROUND 1
ARTICLE I - Exchange of Common Stock 3
1.1 The Exchange Transaction 3
1.2 Reclassification of Acquiror Stock 3
1.3 Minimum Number of Shares of Acquiree Stock Exchanged 3
1.4 Issuance of Additional Acquiree Securities 4
ARTICLE II - Action Prior to Closing Date 4
2.1 Corporate Action of Acquiror 4
2.2 Corporate Action of Acquiree 4
2.3 Action by Holders 4
2.4 Acquiror Informational Filings 5
2.5 Financial Statements of Acquiree 5
2.6 Allocation and Responsibility of Transaction Costs and Expenses 5
2.7 Cooperation of Agreement Partes 5
ARTICLE III - Representations of Acquiree 6
3.1 Corporate Status 6
3.2 Corporate Action 6
3.3 Subsidiaries 6
3.4 Financial Condition 6
3.5 Capitalization of the Acquiree 7
3.6 Title to Properties 7
3.7 Business Activities of the Acquiree 7
3.8 Taxes and Tax Returns 7
3.9 Litigation 7
3.10 Material Contracts 8
3.11 Environmental Matters 8
3.12 Sale of Acquiree Securities 8
3.13 Accuracy of Provided Information 8
ARTICLE IV - Representations of the Acquiror 8
4.1 Corporate Status 8
4.2 Corporate Action 9
4.3 Subsidiaries 9
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4.4 Financial Condition 9
4.5 Capitalization of the Acquiror 10
4.6 Title to Properties 10
4.7 Taxes and Tax Returns 10
4.8 Litigation 10
4.9 Material Contracts 10
4.10 Environmental Matters 11
ARTICLE V - Pre-Closing Covenants of the Acquiree 11
5.1 No Change in Business 11
5.2 No Contracts 11
5.3 Issuance of Additional Securities 11
5.4 In General 11
ARTICLE VI - Pre-Closing Covenants of Acquiror 12
6.1 Basic Documents 12
6.2 No Contracts 12
6.3 Directors and Officers of Acquiror 12
6.4 Utilization of Net Operating Loss 13
ARTICLE VII - Closing of Agreement Transactions 13
7.1 Closing of Exchange Transaction 13
7.2 Time and Place of Closing 13
7.3 Deliveries at Closing 13
ARTICLE VIII - Conditions Precedent to Obligations of the Acquiror 14
8.1 No Adverse Development 14
8.2 No Breach of Representations, Warranties or Covenants of the
Agreement 14
8.3 Treatment of Transaction 15
ARTICLE IX - Conditions Precedent to Obligation of the Acquiree and
the Holders 15
9.1 No Adverse Development 15
9.2 Time of Consummation 15
9.3 No Breach of Representations, Warranties and Covenants 15
9.4 Treatment of Transaction 15
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9.5 Deliveries in Connection with Acquiror Share Listing 16
9.6 Appointment to Acquiror Board of Directors 16
9.7 Assumption of Acquiree Liabilities/Contracts 16
ARTICLE X - Action of the Acquiror/Acquiree Contemporaneous to
Closing Date 16
ARTICLE XI - Indemnification, Survival of Representations and Warranties 17
11.1 Indemnification by the Acquiree 17
11.2 Indemnification by the Acquiror 17
11.3 Limitations Regarding Indemnification 17
11.4 Procedures for Third Party Indemnification 17
11.5 Survival of Representations, Warranties and Indemnities 18
ARTICLE XII - Miscellaneous Provisions 18
12.1 Notices 18
12.2 Successors and Assigns 18
12.3 Background Statement and Schedules 18
12.4 Entire Agreement 18
12.5 Publicity 18
12.6 Attorneys' Fees in Connection with Litigation 19
12.7 Cooperation 19
12.8 Applicable Law 19
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AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
THIS AGREEMENT PROVIDING FOR THE EXCHANGE OF CAPITAL STOCK (the
"Agreement") is made as of the 17th day of June, 1999 by and between the
following entities and natural persons:
Agreement Party and Reference General Description of Agreement Party
------------------------------------- ------------------------------------------
CAMBRIDGE UNIVERSAL CORPORA- A Colorado corporation presently having
TION ("Acquiror") its sole office in Denver, Colorado
WHITEHALL HOMES II, INC. ("Acquiree") A Florida corporation having its principal
office in Sarasota, Florida
XXXXXX and XXXXXX XXXXXXX, The record and beneficial holders of all of
Husband and Wife and residents of the outstanding Common Stock of Acquiree
Sarasota County, Florida ("Holders") $___ par value
The foregoing-described entities and natural persons are sometimes described
herein collectively as the "Agreement Parties".
B A C K G R O U N D
Acquiror is a Colorado corporation intending to become domesticated
pursuant to the Florida Business Corporation Act which, as of the date of this
Agreement, is publicly held by virtue of the filing and processing to
effectiveness of a Registration Statement which contained a definitive
Prospectus, which Prospectus is dated December 8, 1998 and relates to the
public offer and sale of 2,000,000 units, each unit comprised of one share of
Acquiror's common stock and Class A and Class B Common Stock Purchase Warrants.
The Acquiror has used the previous corporate names of OTISCO, INC., INCOME
IMPACT INVESTMENTS, INC. and FINANCIAL FREEDOM ENTERPRISES, INC. Presently the
Acquiror files the periodic and annual reports required by the Securities
Exchange act of 1934, as amended to date (the "Exchange Act") and as
represented herein, all of such periodic and annual reports have been filed by
the Acquiror through the conclusion of its most recent fiscal year, March 31,
1999. The Acquiror could, as of the date of this Agreement, be characterized as
a public shell. The Acquiror desires to acquire from the Holders all of the
outstanding voting common stock, $________ par value of the Acquiree, which
consists of __________ shares which are owned of record and beneficially by the
Holders and no others.
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The Acquiree is a party to this Agreement with respect to the making
of certain representations, warranties and undertakings, all as is set forth
herein.
The Acquiree is a Florida corporation which was formed and which is
the entity into which the operations of various entities, corporate and
otherwise, have carried out activities which relate to the construction of
residential dwellings and the development of residential subdivisions on the
West Coast of Florida. The Acquiree is presently vested with all of the
proprietary interest in the business previously carried on by the several
Whitehall Entities, all of which have been consolidated with and into the
Acquiree. The Holders and the Acquiree desire to become a publicly held entity
and in order to accomplish such purpose, desire to effect the exchange
transaction provided for in this Agreement.
The respective managements of the Acquiror and the Acquiree have
determined that the business combination provided for herein and which will
occur as a result of the consummation of the exchange transaction provided for
herein, will accomplish, among others, the business purposes of (i) permitting
the Acquiror to continue the business activity of the Acquiree, thereby
eliminating its public shell status and (ii) result in the Acquiree becoming,
in effect, publicly held which is anticipated to enhance the future business
activities of the Acquiror and the Acquiree as combined, including, without
limitation, the acquisition capability of the Acquiror and the Acquiree as
combined.
Accordingly, the Acquiror, the Acquiree and the Holders wish to
provide by means of this Agreement for the terms and conditions whereby (i) the
Holders will exchange all of their shares of the voting common stock of the
Acquiree for not less than 4,608,268 shares of the outstanding voting common
stock of the Acquiror, as such shares are adjusted for a reverse stock split
whereby each outstanding three shares of common stock of the Acquiror shall
become one share (the "Acquiror Shares" and the "Stock Split" respectively) and
(ii) the Acquiror shall change its corporate name to a name to be designated by
the Holders, which is anticipated to be WHITEHALL LIMITED, INC. and shall
become a corporation domesticated under and subject to the Florida Business
Corporation Act and as such, shall continue the business previously conducted
by the Acquiree and the affiliated entities of the Acquiree now consolidated
with and into the Acquiree.
This Agreement is that agreement contemplated by the document styled
Memorandum of Agreement entered into between the Acquiror (identified as
Whitehall Ltd., Inc.) and the Holders (identified as the Sellers).
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Agreement Parties agree as
follows:
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ARTICLE I
EXCHANGE OF COMMON STOCK
Effective as of the Closing Date (which consummation of the
transactions on the Closing Date shall be deemed to have occurred for
accounting purposes on January 1, 1999), as established subsequently in this
Agreement, the following exchange transaction involving Acquiror Shares and
Acquiree Stock shall be consummated in conformance to the terms, conditions and
provisions of this Agreement.
1.1 The Exchange Transaction. On the Closing Date, as established
subsequently in this Agreement, the Acquiror will acquire all of the issued and
outstanding Acquiree Stock anticipated on the Closing Date to be __________
shares of the $_____ par value common stock of the Acquiree (the "Acquiree
Stock"). Such Acquiree Stock shall be acquired by the Acquiror from the Holders
in exchange for not less than 4,608,268 shares of Acquiror Stock which, upon
consummation of the exchange and other transactions contemplated by the
Agreement Parties with respect to the Acquiror, shall constitute not less than
52% of Acquiror Stock outstanding subsequent to the exchange transaction and
the contemplated transactions. The shares of Acquiror Stock delivered at the
Closing in exchange for the shares of Acquiree Stock shall constitute
Restricted Securities as that term is defined in Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Act"). It is intended that the
exchange transaction, as provided for in this Agreement, will constitute a
transaction exempt from the registration requirements of the Act and any state
securities statute, including, without limitation, the securities statutes of
Florida and Colorado, by reason of the provisions of Rule 506 as contained in
Regulation D and any other applicable Rules of such Regulation and to the
extent not pre-empted by section 18 of the Act, pursuant to the provisions of
any state securities statute and regulations and rules promulgated thereunder.
1.2 Reclassification of Acquiror Stock. In addition to effecting a
change of its corporate name from its present name to WHITEHALL LIMITED, INC.
and its domestication under the Florida Business Corporation Act, the Acquiror
shall initiate, conduct and conclude the requisite action required by Colorado
and/or Florida law in order to effect the reclassification of its outstanding
common stock, $.10 par value, whereby each three outstanding Acquiror Shares
shall become one Acquiror Share. The Acquiror Shares to be issued in the
exchange transaction between the Acquiror and the Holders shall reflect such
Stock Split.
1.3 Minimum Number of Shares of Acquiree Stock Exchanged. It is the
intent of the Acquiror, the Acquiree and the Holders that 100% of the
outstanding shares of Acquiree Stock outstanding on the Closing Date and as
adjusted for the reclassification described in Section 1.2 above, be exchanged
for 4,608,268 Acquiror Shares and such is a condition to the consummation of
the exchange transaction provided for herein. Such 4,608,268 Acquiror Shares
shall constitute not less than 52% of the Acquiror Shares
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outstanding subsequent to the consummation of the exchange transaction provided
for herein and the contemplated issuance of a maximum of 1,887,109 Acquiror
Shares (which shall be Restricted Stock) to certain individuals and/or entities
who have assisted the Agreement Parties in the transaction provided for herein
(herein sometimes referred to as the"Related Issuance Transactions"). Upon
consummation of the exchange transaction provided for herein and the Related
Issuance Transactions, there is anticipated to be outstanding 8,862,043
Acquiror Shares which reflects the Stock Split.
1.4 Issuance of Additional Acquiree Securities. The Agreement
Parties acknowledge that the Acquiror has initiated action which is intended to
result in the private offer, sale and issuance of additional securities of the
Acquiror, which additional issuances may occur prior to, on and subsequent to
the Closing Date. In such regard, the Acquiror contemplates privately offering
for sale to suitable and Accredited Investors its shares of convertible
preferred stock in maximum share amount of 1,000,000 shares, which shares of
convertible preferred stock are described in that certain Subscription
Agreement which is included with this Agreement as Exhibit A for informational
purposes. The Acquiree and the Holders acknowledge and agree that such capital
formation activity may take place in the immediate future time.
ARTICLE II
ACTION PRIOR TO CLOSING DATE
2.1 Corporate Action of Acquiror. From the date of this Agreement
to the Closing Date, the Acquiror shall undertake and complete all requisite
action, including all action required pursuant to the Colorado Corporation Act,
the Florida Business Corporation Act, the Act and applicable state securities
statutes, including, without limitation, the securities laws of Florida and
Colorado in order to permit the Acquiror to prepare for and to consummate the
action and transactions called for by this Agreement.
2.2 Corporate Action of Acquiree. From the date of this Agreement
to the Closing Date, the Acquiree shall undertake and complete all requisite
action, including all action required pursuant to the corporate law of Florida,
the Act and applicable state securities statutes including, without limitation,
the securities laws of Florida, in order to permit the Acquiree and the
Acquiror to consummate the transactions called for by this Agreement.
2.3 Action by Holders. From the date of this Agreement to the
Closing Date, the Holders, with the assistance of the Acquiree, shall undertake
all action as may be required under applicable law, including the laws of the
State of Florida, in order to permit Acquiree and the Holders to consummate the
transactions called for by this Agreement including, without limitation, the
conveyance of all of the outstanding shares of Acquiree Stock in exchange for
4,608,268 Acquiror Shares.
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2.4 Acquiror Informational Filings. In addition to the action
described and required by Section 2.1 of this Article II, the Acquiror, on and
before the Closing Date, shall effect such filings with the United States
Securities and Exchange Commission (the "Commission") in order to bring its
status as a voluntary reporting company under the provisions of the Exchange
Act current. In connection therewith, the Acquiror shall cause to be completed
its audited financial statements for the fiscal years ended March 31, 1999 and
March 31, 1998. Such financial statements will be prepared in accordance with
generally accepted accounting principles consistently applied and will meet, or
with minimal modification will meet, Commission financial reporting
requirements as set forth in Commission Regulation S-B. Such financial
statements shall be provided to the Holders immediately upon the availability
thereof as shall each of the informational filings made with the Commission
under the Exchange Act. In all events, the providing of such described filings
and financial statements shall occur on or before the Closing Date and the
receipt thereof by the Holders shall be a condition precedent to the
consummation of the exchange transaction herein provided for.
2.5 Financial Statements of Acquiree. On and before the Closing
Date, the Acquiree shall provide to the Acquiror its unaudited financial
statements for the fiscal year ended March 31, 1999. Such financial statements,
which may be prepared on a pro forma basis reflecting the combination of the
Acquiror and the Acquiree, will be prepared in accordance with generally
accepted accounting principles consistently applied and will meet, or with
minimal modification and upon audit (if necessary) will meet, Commission
financial reporting requirements as set forth in Commission Regulation S-B. The
providing of such Acquiree financial statements shall also be a condition
precedent to the consummation of the transactions provided for in this
Agreement.
2.6 Allocation and Responsibility of Transaction Costs and Expenses.
Unless otherwise agreed by the Agreement Parties, the Agreement Parties shall
bear their respective costs and expenses in connection with the preparation for
the consummation of the transactions provided for in this Agreement.
2.7 Cooperation of Agreement Parties. The Agreement Parties
acknowledge and agree that the consummation of the transactions called for by
this Agreement shall be subject and conditioned upon the completion of the
conduct of such due diligence procedures as determined necessary by the
Agreement Parties and their respective legal counsel. In that regard, the
Agreement Parties agree to cooperate with each other with respect to the
conduct of such due diligence activities from the date of this Agreement to the
Closing Date and to promptly furnish, upon request, such documents, records,
corporate paraphernalia and other materials as may be requested by the Acquiror
or the Acquiree. The Acquiror and the Acquiree also agree to make their
respective executive officers available to respective legal counsel or other
representatives of the Acquiror or the Acquiree for information gathering and
due diligence purposes.
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ARTICLE III
REPRESENTATIONS OF ACQUIREE
The Acquiree represents to the Acquiror and all persons deemed to be
in a control relationship with the Acquiror, as such term is utilized in the
Act:
3.1 Corporate Status. As of the date of this Agreement and on the
Closing Date, the Acquiree is and will be a validly existing corporation
organized pursuant to the laws of the State of Florida and has and will have
all legal corporate authority and power to conduct its business activities, to
own its properties and possesses all necessary permits, licenses and other
documents or authorities required in connection with its business activities
and, assuming that the requisite corporate action contemplated by this
Agreement has been accomplished prior to the Closing Date, the consummation of
the transactions provided for by this Agreement will not constitute a violation
of any applicable law, including, without limitation, the Florida Business
Corporation Act or the securities statutes of Florida or a breach or event of
default under the terms of any contract or agreement to which the Acquiree is a
party or pursuant to which the Acquiree is bound or pursuant to which its
assets are subject or be in violation of its Articles of Incorporation as
amended to date or its Bylaws. The consummation of the transactions
contemplated and called for by this Agreement will not invalidate any required
permit, license or other document issued or to be issued to the Acquiree and
necessary for the conduct of its business activities as currently conducted or
as such business is contemplated to be conducted during the future time. Upon
consummation of the exchange transaction provided for in this Agreement, the
authority vested in the Acquiree by any of such licenses or permits shall be
transferrable or otherwise vested in the Acquiror. As used in this Article III,
the term "Acquiree" shall include all predecessor and affiliated entities and
persons of the Acquiree.
3.2 Corporate Action. Prior to the Closing Date, the Acquiree will
undertake and complete all required corporate action which may be required in
order to permit the consummation of the transactions called for by this
Agreement.
3.3 Subsidiaries. Except as indicated in Schedule I hereto, the
Acquiree has no corporate subsidiaries.
3.4 Financial Condition. The financial statements of the Acquiree
furnished to the Acquiror pursuant to the terms of this Agreement or which may
be furnished to the Acquiror in accordance with the terms of this Agreement or
for utilization or inclusion in any informational filing to be filed by the
Acquiror with the Commission pursuant to the provisions of the Exchange Act and
this Agreement at and for the fiscal years indicated or for such other periods
indicated, fairly present or will fairly present in all material respects the
financial condition of the Acquiree as of the date of such financial statements
(whether audited or unaudited), all to the best of the knowledge of the
Acquiree in accordance with generally accepted accounting principles
consistently applied except as may be indicated in
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such financial statements, the related notes thereto and other information
relating thereto. Except as set forth in Schedule II hereto, the Acquiree has
no liabilities or obligations of any nature which, in accordance with generally
accepted accounting principles, must be set forth in the described financial
statements except those liabilities which are incurred as a result of the
ordinary course of business of the Acquiree after the date of the most recent
financial statements furnished or to be furnished (which liabilities will be
reflected in an amendment to Schedule II on the Closing Date) or which are
incurred by the Acquiree in connection with the preparation undertaken by the
Acquiree to consummate the transaction provided for herein.
3.5 Capitalization of the Acquiree. Set forth as Schedule III to
this Agreement are the Articles of Incorporation of the Acquiree (as amended to
date), which reflect the capital structure of the Acquiree as of the date of
this Agreement. Schedule III also sets forth further information relating to
the capitalization of the Acquiree as of the date of this Agreement and as such
is contemplated to exist on the Closing Date. The shares of Acquiree Stock
outstanding as of the date of this Agreement and on the Closing Date constitute
the one class of voting securities of the Acquiree outstanding and to be
outstanding on the Closing Date.
3.6 Title to Properties. Except as indicated in the financial
statements described in Section 3.4 above, or in Schedule IV to this Agreement,
the Acquiree has good and valid title to the assets reflected in the financial
statements of the Acquiree at the periods indicated therein, as described in
this Article III.
3.7 Business Activities of the Acquiree. The business activities of
the Acquiree are and have been constituted by those business activities
described in the information providing documents which have been provided by
the Acquiree to the Acquiror prior to or as of the date of this Agreement and
as such may be provided to the Acquiror prior to the Closing Date.
3.8 Taxes and Tax Returns. Except as set forth in Schedule V to
this Agreement, the Acquiree has filed in a timely fashion all federal, state,
county and local tax returns relative to any taxes required to be paid by the
Acquiree and has timely paid any such taxes due pursuant to such returns, if
any, as of the date of this Agreement and on the Closing Date, is not and will
not be involved in any asserted contest with respect to any tax.
3.9 Litigation. Except as described on Schedule VI hereto, the
Acquiree and the members of the Board of Directors of the Acquiree are not, as
of the date of this Agreement by the Agreement Parties, involved as a party to,
nor are its assets the subject of, any judicial or administrative proceedings
before any court, governmental agency or other tribunal. Except as set forth
and described in such Schedule VI, the Acquiree is not aware of any factual
circumstances or situations which might reasonably be expected to result in the
assertion of any claim by way of litigation or administrative proceeding at any
time on and subsequent to the date of this Agreement and as of the Closing
Date.
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3.10 Material Contracts. Except as set forth in Schedule VII to this
Agreement, the Acquiree is not, with the exception of this Agreement, a party
to any material contract. The term "material contract" means any contract which
involves the future payment of a consideration by the Acquiree in an amount in
excess of $10,000 and a term of performance concluding 12 or more months from
the date of this Agreement. The Agreement parties acknowledge that the Acquiree
has or is expected to enter into one or more material contracts which will
govern and relate to the acquisition of various interests in real estate
properties, which properties will be utilized in the conduct of the business of
the Acquiree, which conduct shall be assumed and continued by the Acquiror and
that such material contracts are not required to be scheduled.
3.11 Environmental Matters. The Acquiree is not subject to any
governmental guidelines, laws or ordinances relating to hazardous materials as
of the date of this Agreement.
3.12 Sale of Acquiree Securities. All securities of the Acquiree
including, without limitation, shares of the Acquiree Stock and options and
warrants providing for the issuance of shares of Acquiree Stock, if any, which
have been privately offered and sold prior to the date of this Agreement, have
been offered and sold or will be offered and sold under circumstances which, to
the best of the knowledge of the Acquiree and based upon the receipt by the
Acquiree of advice believed expert by the Acquiree, have constituted or will
constitute transactions exempt from the registration requirements of the Act
and any state securities statute.
3.13 Accuracy of Provided Information. No representation or warranty
given or made by the Acquiree pursuant to this Agreement or any statement,
certificate or other document required to be furnished by the Acquiree to the
Acquiror pursuant to the terms of this Agreement contains or will contain any
untrue statement of a material fact or omits or will omit to state a material
fact necessary to make the statements contained therein not misleading.
ARTICLE IV
REPRESENTATIONS OF THE ACQUIROR
The Acquiror represents to the Acquiree and persons deemed to be in a
control relationship with the Acquiree as provided in the Act as follows:
4.1 Corporate Status. As of the date of this Agreement and on the
Closing Date, the Acquiror is and will be a validly existing corporation
organized pursuant to the laws of the State of Colorado (and has undertaken
action to become a corporation domesticated and existing under the Florida
Business Corporation Act) and has and will have all legal corporate authority
and power to conduct its business activities, to own its properties and
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possesses all necessary permits, licenses and other documents or authorities
required in connection with its business activities and, assuming that the
requisite corporate action contemplated by this Agreement has been accomplished
prior to the Closing Date, the consummation of the transactions provided for by
this Agreement will not constitute a breach or event of default under the terms
of any contract or agreement to which the Acquiror is a party or pursuant to
which the Acquiror is bound or by which its assets are subject or be in
violation of its Articles of Incorporation as amended to date and its Bylaws.
The consummation of the transactions contemplated and called for by this
Agreement will not invalidate any required permit, license or other document
issued or to be issued to the Acquiror and necessary for the conduct of its
business activities as currently conducted or as such business is contemplated
to be conducted during the future time.
4.2 Corporate Action. Prior to the Closing Date, the Acquiror will
undertake and complete all required corporate action which may be required in
order to permit the consummation of the transactions called for by this
Agreement.
4.3 Subsidiaries. The Acquiror has no corporate subsidiaries.
4.4 Financial Condition. The Acquiror has conducted no business
activities during the past approximate 48 months preceding the date of this
Agreement and may presently be described as a public shell entity. The present
business plan of the Acquiror provides for the investigation of various lines
of business to be initiated and/or the identification and consummation of a
business combination with an operating business entity such as the Acquiree.
The financial statements of the Acquiror, as certified by Xxxxxxx & Company,
independent certified public accountants, furnished to the Acquiree pursuant to
the terms of this Agreement or which may be furnished to the Acquiree in
accordance with the terms of this Agreement or for utilization in the annual
and current reports of the Acquiror to be filed with the Commission and
reflecting the financial conditions and results of operations of the Acquiror
at and for the fiscal years indicated or for such other periods indicated,
fairly present or will fairly present in all material respects the financial
condition of the Acquiror as of the date of such financial statements (whether
audited or unaudited), all to the best of the knowledge of the Acquiror in
accordance with generally accepted accounting principles consistently applied
except as may be indicated in such financial statements, the related notes
thereto and other information relating thereto. Except as set forth in Schedule
VIII hereto, the Acquiror has no liabilities or obligations of any nature
which, in accordance with generally accepted accounting principles, must be set
forth in the described financial statements except those liabilities which are
incurred as a result of the ordinary course of business of the Acquiror after
the date of the most recent financial statements (which liabilities will be
reflected in an amendment to Schedule VIII on the Closing Date), which are
incurred by the Acquiror in connection with the preparation and filing of the
annual and periodic reports to be filed by the Acquiror under the Exchange Act,
which are incurred in connection with the preparation of the Acquiror for the
consummation of the transaction provided for herein, or are liabilities which
would not either singularly or in the aggregate have a material adverse affect
on the Acquiror. Without the express written consent of the
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Acquiree, the Acquiror shall not incur any liability or obligation not
contemplated or permitted by this Agreement in excess of $20,000 from the date
of this Agreement to the Closing Date.
4.5 Capitalization of the Acquiror. Set forth as Schedule IX to
this Agreement are the Articles of Incorporation of the Acquiror intended to be
filed as the successor Articles of Incorporation of the Acquiror in connection
with its domestication under the Florida Business Corporation Act and which
reflect the capital structure of the Acquiror as of the date of this Agreement.
If provided with this Agreement, Schedule IX contains further information
relative to the capitalization of the Acquiror as of the date of this
Agreement. No changes shall occur with respect to such capital structure except
that on and after the Closing Date, the capitalization of the Acquiror shall be
as adjusted to reflect the exchange transaction with the Holders, the reverse
three for one stock split relating to the outstanding Acquiror Shares, and, on
a consolidated basis, the ownership of the Acquiree as a wholly or
substantially owned corporate subsidiary.
4.6 Title to Properties. Except as indicated in the financial
statements described in Section 4.4 above, or in Schedule X to this Agreement,
the Acquiror has good and valid title to the assets reflected in the financial
statements of the Acquiror at the periods indicated therein.
4.7 Taxes and Tax Returns. Except as set forth in Schedule XI to
this Agreement, the Acquiror has filed in a timely fashion all federal, state,
county and local tax returns relative to any taxes required to be paid by the
Acquiror and has timely paid any such taxes due pursuant to such returns. The
Acquiror, as of the date of this Agreement and on the Closing Date, is not and
will not be involved in any asserted contest with respect to any tax.
4.8 Litigation. Except as described on Schedule XII hereto, the
Acquiror and the members of the Board of Directors of the Acquiror are not, as
of the time of the complete execution of this Agreement by the Agreement
Parties, involved as a party to, nor are its assets the subject of, any
judicial or administrative proceedings before any court or governmental agency.
Except as set forth and described in such Schedule XII, the Acquiror is not
aware of any factual circumstances or situations which might reasonably be
expected to result in the assertion of any claim by way of litigation or
administrative proceeding at any time on and subsequent to the date of this
Agreement and as of the Closing Date. The prospectus contained in the
Registration Statement described in the Agreement section captioned BACKGROUND
did not contain as of the date thereof any misstatement of material fact or
information or fail to provide any material information necessary to be
provided in order that the information set forth in such prospectus be not
misleading.
4.9 Material Contracts. Except as set forth in Schedule XIII to
this Agreement, the Acquiror is not, with the exception of this Agreement, a
party to any material contract. The term "material contract" means any contract
which involves the future payment of a consideration by the Acquiror in an
amount in excess of $5,000 and a term of performance
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concluding 12 or more months from the date of this Agreement. The Acquiror and
the Acquiree acknowledged that the Acquiror has assumed and agreed to pay that
obligation undertaken by Xxxxxxx & Associates, Inc. as a result of the
consummation of the purchase of 2,290,000 Acquiror Shares (Pre-Stock Split) and
as governed by that certain agreement styled Agreement Providing for the
Purchase of Capital Stock which obligation is evidenced by promissory notes
given by Xxxxxxx & Associates, Inc. to the sellers of such 2,290,000 Acquiror
Shares. Other than those contracts described in Schedule XIII hereto, and with
the exception of any contractual arrangement existing between the Acquiror and
Xxxxxxx X. Xxxxxxx, P.A., any material contract intended to be created and of
which the Acquiror shall be a party shall be subject to the approval of the
Acquiree.
4.10 Environmental Matters. The Acquiror is not subject to any
governmental guidelines, laws or ordinances relating to hazardous materials as
of the date of this Agreement.
ARTICLE V
PRE-CLOSING COVENANTS OF THE ACQUIREE
5.1 No Change in Business. The Acquiree shall not materially modify
or change the operations or business as conducted by the Acquiree as of the
date hereof except as such changes are presently contemplated in the ordinary
course of business of the Acquiree and as is described in the Agreement section
captioned BACKGROUND and such other information documents as may be provided by
the Acquiree to the Acquiror.
5.2 No Contracts. Except as contemplated and described herein or
any Schedule hereto, the Acquiree shall not enter into any material agreement
or contract or make any material modifications to existing contracts or
agreements.
5.3 Issuance of Additional Securities. From the date of this
Agreement to the Closing Date, the Acquiree shall not undertake any action
which will cause the issuance of additional equity or debt securities of the
Acquiree.
5.4 In General. Except as otherwise provided for in this Agreement:
a. No change will be made in the basic documents which provide
for the formation and existence of the Acquiree;
b. No distributions shall be effected by the Acquiree except
as may be contemplated by this Agreement and as is set forth in a Schedule
hereto; and
c. The Acquiree shall use its best efforts to preserve intact
the business organization of the Acquiree, its business and goodwill, as well
as the availability to it of its
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executive management and other key employees and the goodwill of persons having
business relations with the Acquiree.
ARTICLE VI
PRE-CLOSING COVENANTS OF THE ACQUIROR
6.1 Basic Documents. Included herewith as Schedule IX are the
Articles of Incorporation (as earlier described) and Bylaws of the Acquiror as
presently in force. The Acquiror, by action of its Board of Directors and
shareholders, shall not effect any amendments to such Articles of Incorporation
or Bylaws from the date of this Agreement to the Closing Date without the
express written consent of the Holders. The Acquiror and the Acquiree
acknowledge that such Articles of Incorporation included herewith as Schedule
IX are those Articles intended to be filed with the Department of State, State
of Florida, in order to accomplish the domestication of the Acquiror under the
Florida Business Corporation Act. Such Articles of Incorporation also effect a
change of the name of the Acquiror to WHITEHALL LIMITED, INC. and effect the
reclassification of the outstanding Acquiror Shares whereby each outstanding
three Acquiror Shares becomes one Acquiror Share.
6.2 No Contracts. With the exception of this Agreement and those
contractual arrangements which must be established in order to facilitate and
consummate the transactions provided for in this Agreement, the Acquiror shall
not enter into any material contract as the term "material contract" is
described elsewhere in this Agreement. Excepted from this Section 6.2 will be
any contractual arrangements existing between the Acquiror and Xxxxxxx X.
Xxxxxxx, P.A. with respect to legal representation and services provided in
connection with the preparation by the Acquiror to consummate the transactions
provided for in this Agreement and other related professional services.
Excepted from this Section 6.2 is that action whereby the Acquiror will agree
to be obligated to pay jointly and severally with Xxxxxxx & Associates, Inc.
that obligation arising from the transaction between Xxxxxxx & Associates, Inc.
and certain sellers of Acquiror Shares as earlier described in Section 4.9 of
this Agreement.
6.3 Directors and Officers of Acquiror. From the date of this
Agreement to the Closing Date or until their resignations are accepted by the
Board of Directors of the Acquiror as constituted on and subsequent to the
Closing Date, those persons serving as members of the Board of Directors of the
Acquiror and as executive officers of the Acquiror shall remain in service and
shall use their best diligent efforts to facilitate the consummation of the
transactions provided for in this Agreement. No increase in any rate of
compensation shall occur with respect to the amount of director fees or officer
compensation presently being paid, if any, shall occur from the date of this
Agreement to the Closing Date.
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6.4 Utilization of Net Operating Loss. The Acquiror shall use its
best efforts to preserve intact and available for utilization by the Acquiror
and the Acquiree as combined the net operating losses which have been
experienced by the Acquiror and the Acquiree as a result of their respective
business operations as conducted since inception to the Closing Date and as
have been reported by the Acquiror and the Acquiree pursuant to the provisions
of the Internal Revenue Code of 1986, as amended to date.
ARTICLE VII
CLOSING OF AGREEMENT TRANSACTIONS
7.1 Closing of Exchange Transaction. The Acquiror and the Acquiree
agree that the exchange of the Acquiror Shares and the Acquiree Stock provided
for by Articles I of this Agreement shall be consummated at a closing, the time
of which shall be established pursuant to Section 7.2 of this Article VII. With
respect to the consummation of the Agreement transactions, the Acquiror and the
Acquiree agree that an escrow procedure may be utilized in connection with the
consummation of the transaction provided for in this Agreement and in the event
that an escrow procedure is used, the services of an escrow agent which is
mutually satisfactory to the Acquiror and the Acquiree shall be utilized. If
the exchange transaction provided for in Article I of this Agreement is unable
to be consummated on the Closing Date as established by Section 7.2 hereof,
none of the transactions provided for in this Agreement shall be consummated
and this Agreement shall be null and void and have no effect, and the Agreement
Parties shall be released from any further obligations hereunder.
7.2 Time and Place of Closing. The Acquiror and the Acquiree shall
mutually determine the date and time of closing for the transactions called for
by this Agreement (the "Closing Date"). The place at which such closing and
consummation of the transactions called for by this Agreement shall be
conducted shall also be determined by the mutual agreement of the Acquiror and
the Acquiree. In no event shall the Closing Date be established on a date
subsequent to June 18, 1999 unless this Agreement is amended by a written
Addendum executed and delivered by the Acquiror and the Acquiree. The
facilities of the United States mail or other acceptable, publicly available
means of delivery, may be utilized to effect the closing of the transactions
called for by this Agreement.
7.3 Deliveries at Closing.
a. On the Closing Date, the Holders shall deliver instruments
of conveyance in form and content satisfactory to counsel for the Acquiror
conveying to the Acquiror good and valid title to all of the outstanding shares
of Acquiree Stock. The Holders shall make such additional deliveries and
provide such additional documents as may be reasonably required in order to
facilitate the consummation of the transactions called for by this Agreement.
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b. On the Closing Date, the Acquiree shall deliver to the
Acquiror all of its records, files and corporate paraphernalia which is
required in connection with the entity existence and conduct of the business of
the Acquiree.
c. On the Closing Date, the Acquiror shall deliver an aggregate
4,608,268 Acquiror Shares in such individual share amounts and certificates as
shall be instructed by the Holders immediately prior to the Closing Date. With
respect to any share certificates evidencing Acquiror Shares delivered to the
Holders, such certificates shall bear an appropriate restrictive endorsement
indicating the such shares have not been registered under the Act or applicable
state securities statutes. At the closing, the Acquiror shall also deliver the
written resignations of all of the members of the Board of Directors of the
Acquiror and all of the executive officers of the Acquiror, together with
written action dated as of the Closing Date by the Board of Directors of the
Acquiror as constituted immediately prior to the Closing Date appointing the
designees of the Holders as the members of the Board of Directors of the
Acquiror on and subsequent to the Closing Date. The resignations of the
directors and officers of the Acquiror shall be effective upon the acceptance
thereof by the Board of Directors of the Acquiror as constituted on and
subsequent to the Closing Date.
ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIROR
The obligations of the Acquiror pursuant to the terms and provisions
of this Agreement and the consummation of the transactions called for by this
Agreement are subject to the following conditions:
8.1 No Adverse Development. There shall have occurred no material,
adverse change in the business, financial condition or composition of the
assets of the Acquiree since the date of this Agreement and the Acquiree shall
not have sustained since the date of this Agreement any loss on account of
fire, flood, accident, strike or other calamity of such a character as to
interfere materially with the continuous operation of the Acquiree's business
or which materially adversely affects the financial position or business of the
Acquiree, regardless of whether any such loss shall have been insured.
8.2 No Breach of Representations, Warranties or Covenants of the
Agreement. The representations and warranties made by the Acquiree, as set
forth in this Agreement, shall be correct and complete in all material respects
when made and shall be deemed to have been made again on and as of the Closing
Date and shall then be true and correct in all material respects on and as of
the Closing Date. Additionally, the Acquiree shall have performed all of the
obligations required to be performed by it under this Agreement prior to and as
of the Closing Date.
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8.3 Treatment of Transaction. On or before the Closing Date, the
Acquiror shall receive the advisement of its counsel or other source of expert
advice with respect to Federal income tax matters to the effect that the
exchange transaction provided for in this Agreement will satisfy the conditions
and will be eligible for the treatment afforded pursuant to Section 351 and/or
Section 368 of the Internal Revenue Code of 1986, as amended to date.
ARTICLE IX
CONDITIONS PRECEDENT TO OBLIGATION OF THE ACQUIREE AND THE HOLDERS
The obligations of the Acquiree to consummate the transactions called
for by this Agreement and the obligation of the Holders to exchange their
shares of Acquiree Stock for a like number of Acquiror Shares are subject to
the following conditions:
9.1 No Adverse Development. There shall have occurred no material,
adverse change in the status, financial condition or asset composition of the
Acquiror since the date of this Agreement except as contemplated by this
Agreement.
9.2 Time of Consummation. The transactions called for by this
Agreement, specifically those transactions enumerated in Article I hereof,
shall be scheduled for consummation and closing and shall be consummated and
closed no later than June 18, 1999.
9.3 No Breach of Representations, Warranties and Covenants. The
representations and warranties made by the Acquiror in this Agreement shall be
correct and complete in all material respects when made and shall be deemed to
have been made again at and as of the Closing Date and shall then be true and
correct in all material respects on and as of that date. The Acquiror shall
have performed in all material respects the obligations required to be
performed by it under this Agreement prior to and as of the Closing Date
including, without limitation, the obligation of the Acquiror to prepare and
file all informational reports with the Commission as required by the Exchange
Act. The Acquiror shall have delivered to the Acquiree a certificate to the
effect contemplated by this Section 9.3 signed by the Chief Executive Officer
of the Acquiree and dated immediately prior to the Closing Date.
9.4 Treatment of Transaction. Unless waived by the Holders on or
before the Closing Date, the Holders shall receive the advisement of their
counsel in form and content satisfactory to it that the transactions called for
by this Agreement will satisfy the conditions and will be eligible for the
treatment afforded pursuant to Section 351 and/or 368 of the Internal Revenue
Code of 1986, as amended to date.
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9.5 Deliveries in Connection with Acquiror Share Listing. On the
Closing Date, the Acquiror, with the cooperation and assistance of the
Acquiree, shall be qualified to prepare and file the form(s) and other
information required by Commission Rule 15c2-11 ("Form 15c2-11"), which shall
be filed with the National Association of Securities Dealers, Inc. for the
purpose of continuing the listing of the Acquiror's Shares on the NASDAQ OTC
Bulletin Board.
9.6 Appointment to Acquiror Board of Directors. Immediately prior
to the Closing Date, corporate and board of Director action of the Acquiror
shall be in place appointing the designees of the Holders as the members of the
Board of Directors of the Acquiror, effective on and subsequent to the Closing
Date. At such time, the resignations submitted by the present members of the
Board of Directors of the Acquiror and the present officers of the Acquiror
shall be deemed effective.
9.7 Assumption of Acquiree Liabilities/Contracts. On the Closing
Date, the Acquiror shall assume and agree to pay and be bound by in accordance
with their respective terms all obligations and liabilities of the Acquiree
existing on the Closing Date, including, without limitation, any employment
agreement or agreements existing between the Acquiree and any executive officer
or other employee of the Acquiree. Such undertaking of the Acquiror shall be by
written instrument in form and content satisfactory to counsel to the Acquiree.
ARTICLE X
ACTION OF THE ACQUIROR/ACQUIREE CONTEMPORANEOUS TO CLOSING DATE
On the Closing Date or as soon thereafter as practicably possible, the
Acquiror, with the assistance of the Acquiree and the Holders, shall, utilizing
deliberate and diligent procedures and action, cause to be prepared and
completed Commission Form 15c2-11 which shall be in compliance with Commission
Rule 15c2-11, which Form shall thereafter be promptly filed and amended as
necessary with the National Association of Securities Dealers, Inc. for the
purpose of accomplishing or continuing the listing of the Acquiror Shares
(which are not restricted) on the OTC Bulletin Board listing facilities of the
National Association of Securities Dealers, Inc. Upon the successful
accomplishment of the foregoing, the Acquiror and the Acquiree, shall undertake
and expend their best efforts, within a reasonable and appropriate period of
time as determined by the Board of Directors of the Acquiror as constituted on
and subsequent to the Closing Date, to cause the Acquiror Shares which are not
restricted to be listed on the NASDAQ SmallCap Market.
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ARTICLE XI
INDEMNIFICATION, SURVIVAL OF REPRESENTATIONS AND WARRANTIES
11.1 Indemnification by the Acquiree. The Acquiree agrees to and
does hereby indemnify and hold the Acquiror and persons controlling the
Acquiror harmless from and against any and all liability, loss, damage,
expense, cost or injury, including, without limitation, those resulting from
any and all actions, suits, proceedings, and judgments, together with
reasonable costs and expenses, including, without imitation, reasonable legal
expenses relating thereto (collectively "Losses") arising out of resulting from
any breach of the representations, warranties and covenants made by the
Acquiree in this Agreement.
11.2 Indemnification by Acquiror. The Acquiror agrees to and does
hereby indemnify and hold the Acquiree and the Holders harmless from and
against Losses arising out of or resulting from any breach of the
representations, warranties and covenants made by the Acquiror in this
Agreement.
11.3 Limitations Regarding Indemnification. The Acquiree shall not
be entitled to recover any Losses in respect of the representations and
warranties made by any Holder with respect to the sufficiency of the title
vested in any Holder and relating to such Holder's ownership of Acquiree Stock.
11.4 Procedures for Third Party Indemnification. If any action, suit
or proceeding shall be commenced against, or any claim or demand be asserted
against the Acquiror or its controlling persons or the Acquiree or its
controlling persons, as the case may be, in respect of which such party
proposes to demand indemnification under this Section 11.4, as a condition
precedent thereto, the party seeking indemnification ("Indemnitee") shall
promptly notify the other party ("Indemnitor") in writing to that effect, and
with reasonable particularity containing a reference to the provisions of this
Agreement. The Indemnitor shall have the right to assume the entire control of,
including the selection of counsel, subject to the right of the Indemnitee to
participate (at its expense and with the counsel of its choice) in the defense,
compromise or settlement thereof, and in connection therewith, the Indemnitee
shall cooperate fully in all respects with the Indemnitor in any such defense,
compromise or settlement thereof, and Indemnitee shall make available to
Indemnitor all pertinent information and documents under the control of the
Indemnitee. So long as the Indemnitor is defending in good faith any such claim
or demand asserted by a third party against the Indemnitee, the Indemnitee
shall not settle or compromise such claim or demand without the prior written
consent of the Indemnitor, which consent will not be unreasonably withheld or
delayed. If the Indemnitor shall fail to defend any such action, suit,
proceeding, claim or demand, then the Indemnitee may defend, through counsel of
its own choosing, such action, suit, proceeding, claim or demand and (so long
as Indemnitee gives the Indemnitor at least five (5) days written notice of the
terms of the proposed settlement thereof and permits the Indemnitor to then
undertake the defense thereof if
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Indemnitor objects to the proposed settlement) to settle such action, suit,
proceeding, claim or demand and to recover from the Indemnitor the amount of
such losses.
11.5 Survival of Representations, Warranties and Indemnities. The
representations and warranties of this Agreement, and indemnification in
respect of the same, shall survive the Closing Date for a period of two (2)
years, after which time such representations and warranties, and
indemnification in respect thereof, shall be of no further force and effect
unless prior to such time, the party claiming a breach has served on the other
written notice of such claim or breach.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1 Notices. All notices or other communications required or
permitted under this Agreement shall be in writing and shall be given by mail
or by facsimile transmission (in the event of facsimile transmission, a
conforming copy shall be mailed postage prepaid simultaneously therewith). If
notice is to be given to the Acquiror, such notice shall be deemed given when
provided in the manner provided herein to the Acquiror in care of Xxxxxxx X.
Xxxxxxx, Esq., Xxxxxxx X. Xxxxxxx, P.A., 0000 Xxxxx Xxxxxxx Xxxxx, Xxxxxxxx,
Xxxxxxx 00000, facsimile number 941/955-4027. If notice is to be given to the
Acquiree and the Holders, such notice shall be deemed given when provided in
the manner provided herein to the Acquiree in care of Xxxxxx Xxxxxxx,
President, Whitehall Limited, Inc., 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx
00000, facsimile number 941/954-3676.
12.2 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors,
assigns, heirs and representatives.
12.3 Background Statement and Schedules. The BACKGROUND statement of
the Agreement and the Schedules shall be construed with and as an integral part
of this Agreement to the same extent as if such Background statement and
Schedules had been set forth verbatim herein.
12.4 Entire Agreement. This Agreement constitutes the entire
understanding on the part of the parties hereto, and all previous agreements
and understandings are superseded by this Agreement, including, without
limitation, that certain Memorandum of Agreement executed by the Agreement
Parties and dated June 17, 1999.
12.5 Publicity. No publicity, release or announcement concerning
this Agreement or the transactions contemplated hereby shall be issued without
advance approval of the form and substance thereof by the Acquiror, the
Acquiree and the Holders, which approval shall not be unreasonably withheld,
provided that this restriction shall not apply to normal
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communications of the parties with their employees. The Agreement Parties
shall, as soon as such is appropriate and in conformance with applicable law,
issue a notice or informational document to appropriate recipients, which shall
include the holders of Acquiror Shares as of the date of this Agreement, the
Holders and the public.
12.6 Attorneys' Fees in Connection with Litigation. In the event of
any litigation arising out of or in connection with this Agreement, the
prevailing party shall be entitled to recover from the other its reasonable
attorney's fees and costs.
12.7 Cooperation. The Acquiror and the Acquiree agree to execute
such instruments and take such other actions as contemplated by this Agreement
to effectuate closing.
12.8 Applicable Law. This Agreement shall be governed by the laws of
the State of Florida except in those instances where the laws of Colorado are
applicable to circumstances relating to the Acquiror or, with respect to the
informational filings to be prepared and filed with the Commission by the
Acquiror with respect to which the Act and the Exchange Act are applicable.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
CAMBRIDGE UNIVERSAL CORPORATION,
a Colorado corporation
By
-----------------------------------
ATTEST: Xxxxxx Ground, President
-----------------------------------
Xxxxxxx X. Xxxxxxx, Secretary
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WHITEHALL HOMES II, INC.,
a Florida corporation
By
-----------------------------------
ATTEST: Xxxxxx Xxxxxxx, President
-----------------------------------
Secretary
WITNESSES:
----------------------------------- -----------------------------------
XXXXXX XXXXXXX
----------------------------------- -----------------------------------
XXXXXX XXXXXXX
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LIST OF SCHEDULES
Exhibit A - Subscription Agreement to Preferred Stock
Agreement
Schedules Section
--------- ---------
I Subsidiaries of Acquiree 3.3
II Acquiree Liabilities 3.4
III Articles of Incorporation of Acquiree 3.5
IV Acquiree exception to good title to assets 3.6
V Acquiree tax return filings 3.8
VI Acquiree litigation 3.9
VII Acquiree material contracts 3.10
VIII Acquiror Liabilities 4.4
IX Articles of Incorporation and Bylaws of Acquiror 4.5
X Acquiror exception to good title to assets 4.6
XI Acquiror tax returns 4.7
XII Acquiror litigation 4.8
XIII Acquiror material contracts 4.9
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SCHEDULE I
PURSUANT TO SECTION 3.3 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Set forth below is a complete list of the corporate subsidiaries of
the Acquiree, indicating the state of domicile and formation for each such
corporate subsidiary. Also listed below is any other subsidiary entity of the
Acquiree which is an entity other than a corporation:
THE ACQUIREE HAS NO SUBSIDIARIES.
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SCHEDULE II
PURSUANT TO SECTION 3.4 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Set forth below are all liabilities and/or obligations of any kind or
nature which, in accordance with generally accepted accounting principles, are
required to be set forth in the financial statements furnished by the Acquiree
in connection with the above-referenced Agreement but which are not, for the
reasons set forth in this Schedule II, reflected in such financial statements:
THERE ARE NO LIABILITIES OF THE ACQUIREE REQUIRED TO BE SCHEDULED IN
ACCORDANCE WITH SECTION 3.4 OF THE AGREEMENT.
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SCHEDULE III
PURSUANT TO SECTION 3.5 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Included with this Schedule III are the Articles of Incorporation of
the Acquiree, as amended to date, which have been filed with the Department of
State, State of Florida. As of the date of the Agreement, there are outstanding
______ shares of Acquiree Stock, all of which is held of record and
beneficially by the Holders.
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SCHEDULE IV
PURSUANT TO SECTION 3.6 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Set forth below in this Schedule IV are each and every exception to
good and valuable title of the assets held by the Acquiree and as reflected in
the financial statements of the Acquiree at the periods indicated therein as
such financial statements have been provided by the Acquiree pursuant to the
referenced Agreement:
NO MATTERS AS DESCRIBED IN SECTION 3.6 ARE REQUIRED TO BE SCHEDULED IN
THIS SCHEDULE IV.
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SCHEDULE V
PURSUANT TO SECTION 3.8 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Set forth below in this Schedule V is complete information with
respect to any Federal income tax or other return required to be filed by the
Acquiree for any tax reporting period but which has not been filed as of the
date of this Schedule V with an explanation indicating why such required return
has not been filed:
NO MATTERS AS DESCRIBED IN SECTION 3.8 ARE REQUIRED TO BE SCHEDULED IN
THIS SCHEDULE V.
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SCHEDULE VI
PURSUANT TO SECTION 3.9 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Set forth below is complete information relating to any judicial or
any administrative proceeding pending before any court, governmental agency or
other tribunal to which the Acquiree is a party or to which its assets are
subject. Also set forth in this Schedule VI is complete information with
respect to the factual circumstances or situations which might reasonably be
expected by the Acquiree to result in the assertion of any claim by way of
litigation or administrative proceeding at any time on and subsequent to the
date of the Agreement and as of the Closing Date of the transactions provided
for in the Agreement.
NO MATTERS AS DESCRIBED IN SECTION 3.9 ARE REQUIRED TO BE SCHEDULED IN
THIS SCHEDULE VI.
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SCHEDULE VII
PURSUANT TO SECTION 3.10 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Set forth below is each material contract to which the Acquiree is a
party as the term "material contract" is described in the Agreement.
NO MATTERS AS DESCRIBED IN SECTION 3.10 ARE REQUIRED TO BE SCHEDULED IN
THIS SCHEDULE VII.
33
SCHEDULE VIII
PURSUANT TO SECTION 4.4 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Set forth below are all liabilities and/or obligations of any kind or
nature which, in accordance with generally accepted accounting principles, are
required to be set forth in the financial statements furnished by the Acquiror
in connection with the above-referenced Agreement but which are not, for the
reasons set forth in this Schedule VIII, reflected in such financial
statements:
THERE ARE NO LIABILITIES OF THE ACQUIROR REQUIRED TO BE SCHEDULED IN
ACCORDANCE WITH SECTION 4.4 OF THE AGREEMENT.
34
SCHEDULE IX
PURSUANT TO SECTION 4.5 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Included with this Schedule IX are the Articles of Incorporation of
the Acquiror, as filed with the Department of State, State of Florida and which
are the present Articles governing the Acquiror and which constitute its basic
document.
Also included are the Bylaws of the Acquiror, as currently in effect.
35
SCHEDULE X
PURSUANT TO SECTION 4.6 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Set forth below in this Schedule X are each and every exception to
good and valuable title of the assets held by the Acquiror and as reflected in
the financial statements of the Acquiror at the periods indicated therein as
such financial statements have been provided by the Acquiror pursuant to the
referenced Agreement:
NO MATTERS AS DESCRIBED IN SECTION 4.6 ARE REQUIRED TO BE SCHEDULED IN
THIS SCHEDULE X.
36
SCHEDULE XI
PURSUANT TO SECTION 4.7 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Set forth below in this Schedule XI is complete information with
respect to any Federal income tax or other return to be filed by the Acquiror
for any tax reporting period but which has not been filed as of the date of
this Schedule XI with an explanation indicating why such required return has
not been filed:
NO MATTERS AS DESCRIBED IN SECTION 4.7 ARE REQUIRED TO BE SCHEDULED IN
THIS SCHEDULE XI.
37
SCHEDULE XII
PURSUANT TO SECTION 4.8 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Set forth below is complete information relating to any judicial or
any administrative proceeding pending before any court, governmental agency or
other tribunal to which the Acquiror is a party or to which its assets are
subject. Also set forth in this Schedule XII is complete information with
respect to the factual circumstances or situations which might reasonably be
expected by the Acquiror to result in the assertion of any claim by way of
litigation or administrative proceeding at any time on and subsequent to the
date of the Agreement and as of the Closing Date of the transactions provided
for in the Agreement.
NO MATTERS AS DESCRIBED IN SECTION 4.8 ARE REQUIRED TO BE SCHEDULED IN
THIS SCHEDULE XII.
38
SCHEDULE XIII
PURSUANT TO SECTION 4.9 OF THE
AGREEMENT PROVIDING FOR THE
EXCHANGE OF CAPITAL STOCK
BY AND AMONG
CAMBRIDGE UNIVERSAL CORPORATION,
A COLORADO CORPORATION (THE "ACQUIROR")
AND
THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK
OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC.
AND
WHITEHALL HOMES II, INC. (THE "ACQUIREE")
Set forth below is each material contract to which the Acquiror is a
party as the term "material contract" is described in the Agreement.
NO MATTERS AS DESCRIBED IN SECTION 4.9 ARE REQUIRED TO BE SCHEDULED IN
THIS SCHEDULE XIII.
