Exhibit 10
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization is entered into to be
effective the 1st day of May, 2000, by, between, and among xxxxxxxxxxxxxxx.xxx,
Inc., a Nevada corporation (hereinafter "digitalpreviews") and xxxxxxxxxx.xxx,
Inc., a Nevada corporation, (hereinafter "dialaclass"), Xxxxx Xxxxx, and the
following individuals or entities who shall hereinafter be referred to
collectively as the dialaclass shareholders, Xxxxx Xxxxx, Xxxxxx Xxxxx, Memory
Improvement Systems, Inc., Xxxxxxx X. Xxxxxxx, DCINV, LLC, and Xxx Xxxxx.
Recitals:
A. Xxxxx Xxxxx owns 1,000,000 shares of dialaclass common stock and the
dialaclass shareholders each own 10,000 shares of dialaclass common stock.
B. digitalpreviews, dialaclass, Xxxxx Xxxxx and the dialaclass
shareholders, desire that a reorganization take place between digitalpreviews
and dialaclass so that dialaclass becomes a 100 percent owned subsidiary of
digitalpreviews all according to the terms and conditions of this agreement.
NOW THEREFORE, in consideration of the mutual terms and covenants set
forth herein, the parties hereto approve and adopt this agreement and plan of
reorganization and mutually covenant and agree with each other as follows:
AGREEMENT
1. Shares to be cancelled, transferred, and issued.
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1.1. Xxxxx Xxxxx hereby contributes back to dialaclass for
cancellation is 1,000,000 shares of common stock of dialaclass.
1.2. The dialaclass shareholders hereby transfer to
digitalpreviews all of their shares of dialaclass common stock in
exchange for digitalpreviews issuing to the dialaclass shareholders
shares of digitalpreviews common stock so that the dialaclass
shareholders receive one share of digitalpreviews common stock for each
share of dialaclass common stock transferred.
2. Representations and Warranties.
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2.1. Each dialaclass shareholder represents and warrants with
respect to only himself or itself as follows:
o He or it is the record owner of 10,000 shares of common
stock of dialaclass;
o His or its shares are fully paid and nonassessable as of
the date hereof and he or it will continue to own his or
its shares until deliver thereof to digitalpreviews;
o At the time of delivery, the shares will be free and clear
of all liens, encumbrances, charges, and assessments of
every nature and subject to no restrictions with respect
to transferability.
o He or it has full power and authority to assign and
transfer his or its shares of dialaclass in accordance
with the terms of this agreement.
o Except for this agreement there are no outstanding
options, contracts, calls, commitments, arrangements, or
demands of any character relating to the shares.
2.2. Digitalpreviews represents and warrants as follows:
o Digitalpreviews is a corporation duly organized, validly
existing and in good standing under the laws of the state
of Nevada with full power and authority to enter into and
perform the transactions contemplated by this agreement.
o The shares of digitalpreviews common stock to be issued
under the terms of this agreement to the dialaclass
shareholders shall be legally and validly issued and fully
paid and nonassessable when issued. All representations by
digitalpreviews to the dialaclass shareholders regarding
the assets, liabilities, and business plans of
digitalpreviews are true and correct and complete in all
material respects.
3. Security Act Provisions.
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3.1. Restrictions on Disposition of Shares. Each of the
dialaclass shareholders, individually and not jointly, covenants and
warrants that the digitalpreviews shares received are acquired for his
or its own account and not with the present view towards the
distribution thereof and will not dispose of such shares except (i)
pursuant to an effective registration statement under the Securities
Act of 1933, as amended, or (ii) in any other transaction which, in the
opinion of counsel, acceptable to Digitalpreviews, is exempt from
registration under the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
In order to effectuate the covenants of this sub-section 3.1., an
appropriate endorsement will be placed upon each of the certificates of
common stock at the time of distribution of such shares by
digitalpreviews pursuant to this Agreement, and stop transfer
instructions shall be placed with the transfer instruction shall be
placed with the transfer agent for the securities.
3.2 Notice of Limitation Upon Disposition. Each dialaclass
shareholder is aware that the shares distributed to him will not have
been registered pursuant to the Securities Act of 1933, as amended;
and, therefore, under current interpretations and applicable rules, he
will probably have to retain such shares for a period of at least one
years and at the expiration of such one year period his sales may be
confined to brokerage transactions of limited amounts requiring certain
notification filings with the Securities and Exchange Commission and
such disposition may be available only if digitalpreviews is current in
its filings with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, or other public disclosure
requirements, and the other limitations imposed thereby on the
disposition of shares of digitalpreviews.
4. Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting party shall
pay all costs and expenses, including a reasonable attorney's fee, which may
arise or accrue from enforcing this Agreement, or in pursuing any remedy
provided hereunder or by the statutes of the State of Utah.
5. Assignment. This Agreement may not be assigned in whole or in part
by the parties hereto without the prior written consent of the other party of
parties, which consent shall not be unreasonably withheld.
6. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their successors and assigns.
7. Partial Invalidity. If any term, covenant, condition or provision of
this Agreement or the application thereof to any person or circumstance shall to
any extent be invalid or unenforceable, the remainder of this Agreement or
application of such term or provision to person or circumstances other than
those as to which it is held to be invalid or unenforceable shall not be
affected thereby and each term, covenant, condition or provision of this
Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law.
8. No Other Agreements. This Agreement constitutes the entire Agreement
between the parties and there are and will be no oral representations which will
be binding upon any of the parties hereto.
9. Survival of Covenants, Etc. All covenants, representations, and
warranties made herein to any parties or in any statement or document delivered
to any party hereto, shall survive the making of this Agreement and shall remain
in full force and effect until the obligations of such party hereunder have been
fully satisfied.
10. Further Action. The parties hereto agree to execute and deliver
such additional documents and to take such other and further action as may be
required to carry out fully the transactions contemplated herein.
11. Amendment. This Agreement or any provision hereof may not be
changed, waived, terminated or discharged except by means of a written
supplemental instrument signed by the party or parties against whom enforcement
of the change, waiver, termination, or discharge is sought.
12. Headings. The descriptive headings of the various Sections or parts
of this Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
13. Counterparts. This agreement may be executed in two or more
partially or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto executed the foregoing Agreement and Plan
of Reorganization as of the day and year first above written.
xxxxxxxxxxxxxxx.xxx, Inc.
By: /s/
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Xxxxx Xxxxx, President
xxxxxxxxxx.xxx, Inc.
By: /s/
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Xxxxx Xxxxx, President
/s/
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Xxxxx Xxxxx
/s/
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Xxxxx Xxxxx
/s/
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Xxxxxx Xxxxx
Memory Improvement Systems, Inc.
By: /s/
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/s/
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Xxxxxxx X. Xxxxxxx
DCINV, LLC
By: /s/
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/s/
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Xxx Xxxxx
