REORGANIZATION AGREEMENT
THIS REORGANIZATION AGREEMENT (the "Agreement") is made and
entered into as of the 11th day of November, 1999, by and among
Rhino Enterprises Group, Inc., a Nevada corporation (hereinafter
referred to as "RHINO"), Executive Assistance, Inc., a Nevada
corporation ("EXECUTIVE") and shareholders (hereinafter
collectively referred to as the "EXECUTIVE Shareholders") of
EXECUTIVE.
RECITALS
WHEREAS, the EXECUTIVE Shareholders collectively own
4,000,000 shares of common stock, $.001 par value per share, of
EXECUTIVE, which constitutes all of the issued and outstanding
common stock of EXECUTIVE;
WHEREAS, the EXECUTIVE Shareholders wish to exchange all of
their collective EXECUTIVE common stock for certain common stock
of
RHINO;
WHEREAS, the parties hereto intend that the stock exchange
described herein between RHINO and the Shareholders of EXECUTIVE
are intended to be tax deferred in accordance with the provisions
of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended.
NOW THEREFORE, in consideration of the premises and of the
mutual covenants hereinafter set forth, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
have agreed and by these present do hereby agree as follows:
1. Exchange of Securities. Subject to the terms and
conditions hereinafter set forth, at the time of the closing
referred to in Section 6 hereof (the "Closing Date"), RHINO will
issue and deliver, or cause to be issued and delivered, to the
EXECUTIVE Shareholders up to 80,000 shares of its common stock,
in exchange for all of the issued and outstanding shares of
EXECUTIVE. The shares of RHINO will be allocated to the
EXECUTIVE Shareholders as set forth in Schedule I, attached
hereto. The shares of EXECUTIVE Shareholders will be exchanged
for shares in RHINO on a one (1) share of RHINO stock for fifty
(50) shares of EXECUTIVE stock basis.
2. Representations and Warranties by EXECUTIVE and EXECUTIVE
Shareholders. EXECUTIVE and EXECUTIVE Shareholders each jointly
and severally represent and warrant to RHINO, all of which
representations and warranties shall be true and correct at the
time of Closing and shall survive the Closing Date for a period
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of six (6) months from the Closing Date, except as to the
warranties and representations set forth in subsection (h)
herein, which shall survive for a period of three (3) years from
the Closing Date, and those set forth in subsection (i) herein,
which shall survive for a period of nine (9) months from the
Closing Date, or from the date when the accounts receivable may
become due and payable (whichever shall occur later) that:
(a) EXECUTIVE is a corporation duly organized and validly
existing and in good standing under the laws of the State of
Nevada and has the corporate powers to own its property and carry
on its business as and where it is now being conducted. Copies of
the Certificate of Incorporation and the By-Laws of EXECUTIVE,
which have heretofore been furnished by EXECUTIVE to RHINO, are
true and correct copies of said Certificate of Incorporation and
By-Laws, including all amendments to the date hereof;
(b) The authorized capital stock of EXECUTIVE consists of (i)
20,000,000 shares of common stock, $.001 par value ("Common Stock
of EXECUTIVE"), of which 4,000,000 shares have been validly
issued and are now outstanding, and (ii) 5,000,000 shares of
preferred stock, $.001 par value, of which no shares have been
validly issued and are now outstanding;
(c) EXECUTIVE Shareholders have full power to exchange the
shares to purchase the capital stock of RHINO on behalf of
themselves upon the terms provided for in this Agreement, and
said shares have been duly and validly issued and are free and
clear of any lien or other encumbrance;
(d) From the date hereof, and until the date of closing, no
dividends or distributions of capital, surplus, or profits shall
be paid or declared by EXECUTIVE in redemption of the outstanding
shares of the EXECUTIVE Shareholders or otherwise, and except as
described herein no additional shares shall be issued by said
corporation;
(e) Since the date hereof, EXECUTIVE has not engaged in any
transaction other than transactions in the normal course of the
operations of their business, except as specifically authorized
by RHINO in writing;
(f) EXECUTIVE is not involved in any pending or threatened
litigation which would materially affect its financial condition,
except as specifically disclosed to RHINO in writing;
(g) EXECUTIVE has and will have on the Closing Date, good and
marketable title to all of its property and assets shown on
Schedule II, attached hereto, free and clear of any and all liens
or encumbrances or restrictions, except as shown on Schedule II,
attached hereto, and except for taxes and assessments due and
payable after the Closing Date and easements or minor
restrictions with respect to its property which do not materially
affect the present use of such property;
(h) As of the date hereof, there are no accounts receivable
of EXECUTIVE of
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a material nature, except for those accounts receivable set forth
in Schedule II, attached hereto; and
(i) EXECUTIVE does not now have, nor will it have on the
Closing Date, any known liabilities or contingent liabilities
other than those disclosed in their financial statements dated
October 30, 1999 attached hereto as Schedule III except in the
ordinary course of business or in connection with its proposed
private offering.
3. Representations and Warranties by RHINO. RHINO represents
and warrants to the EXECUTIVE Shareholders, all of which
representations and warranties shall be true at the time of
closing, and shall survive the closing for a period of six (6)
months from the date of closing, as follows:
(a) RHINO is a corporation duly organized and validly
existing and in good standing under the laws of the State of
Nevada and has the corporate power to own its properties and
carry on its business as now being conducted and has authorized
capital stock consisting of 20,000,000 shares of common stock,
$.001 par value per share, of which there are 1,208,549 shares
presently issued and outstanding.
(b) RHINO has the corporate power to execute and perform this
Agreement, and to deliver the stock required to be delivered to
EXECUTIVE Shareholders hereunder.
(c) The execution and delivery of this Agreement, and the
issuance of the stock required to be delivered hereunder have
been duly authorized by all necessary corporate actions, and
neither the execution nor delivery of this Agreement, nor the
issuance of the stock, nor the performance, observance or
compliance with the terms and provisions of this Agreement will
violate any provision of law, any order of any court or other
governmental agency, the Certificate of Incorporation or By-Laws
of RHINO or any indenture, agreement or other instrument to which
RHINO is a party, or by which RHINO is bound, or by which any of
its property is bound.
(d) The shares of Common Stock of RHINO deliverable pursuant
hereto will on delivery in accordance with the terms hereof, be
duly authorized, validly issued, and fully paid, and non-
assessable.
4. Conditions to the Obligations of RHINO. The obligations
of
RHINO hereunder shall be subject to the conditions that:
(a) RHINO shall not have discovered any material error or
misstatement in any of the representations and warranties by the
EXECUTIVE Shareholders herein, and all the terms and conditions
of this Agreement to be performed and complied with shall have
been performed and complied with.
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(b) There shall have been no substantial adverse changes in
the conditions, financial, business or otherwise, of EXECUTIVE
from the date of this Agreement, and until the date of closing,
except for changes resulting from those operations in the usual
and ordinary course of business, and between such dates the
business and assets of EXECUTIVE shall not have been materially
adversely affected as the result of any fire, explosion,
earthquake, flood, accident, strike, lockout, combination of
workmen, taking over of any such assets by any governmental
authorities, riot, activities of armed forces, or acts of God or
of the public enemies.
(c) RHINO shall, upon request and at the time of closing,
receive an opinion of counsel to the effect that: (1) EXECUTIVE
is duly organized and validly existing under the laws of the
State of Nevada and has the power and authority to own its
properties and to carry on its respective business wherever the
same shall be located and operated as of the Closing Date; and,
(2) this Agreement has been duly executed and delivered by
EXECUTIVE Shareholders and constitutes a legal, valid and binding
obligation of the EXECUTIVE Shareholders enforceable in
accordance with its terms.
(d) EXECUTIVE does not now have, nor will it have on the date
of closing, any known or unknown liabilities or contingent
liabilities, except as specifically set forth on Schedule III,
attached hereto.
5. Conditions to the Obligations of EXECUTIVE Shareholders.
The obligations of the EXECUTIVE Shareholders hereunder are
subject to the conditions that:
(a) EXECUTIVE Shareholders shall not have discovered any
material error or misstatement in any of the representations and
warranties made by RHINO herein and all the terms and conditions
of this Agreement to be performed and complied with by RHINO
shall have been performed and complied with.
(b) The EXECUTIVE Shareholders shall upon request, at the
time of closing, receive an opinion of counsel to the effect
that: (1) RHINO is a corporation duly organized and validly
existing under the laws of the State of Nevada, and has the power
to own and operate its properties wherever the same shall be
located as of the Closing Date; (2) the execution, delivery and
performance of this Agreement by RHINO has been duly authorized
by all necessary corporate action and constitutes a legal, valid
and binding obligation of RHINO, enforceable in accordance with
its terms; (3) the securities to be delivered to EXECUTIVE
Stockholders pursuant to the terms of this Agreement have been
validly issued, are fully paid and non-assessable; (4) the
exchange of the securities herein contemplated does not require
the registration of the RHINO securities pursuant to any Federal
law dealing with the issuance, sale, transfer, and/or exchange of
corporate securities; (5) that RHINO is not under investigation
by the SEC, the NASD or any state securities commission; (6) that
there are no known securities violations; (7) all shares issued
by RHINO have been validly issued in accordance with Nevada or
Federal law, are fully paid and non-assessable; and (8) there
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are no outstanding options, rights, warrants, conversion
privileges or other agreements which would require issuance of
additional shares.
6. Closing Date. The closing shall take place on or before
November 11, 1999, at 2:00 pm, or as soon thereafter as is
practicable, at the offices of RHINO, 0000 XXX Xxxxxxx, Xxxxx
000, Xxxxxx, Xxxxx 00000, or at such other time and place as the
parties hereto shall agree upon.
7. Actions at the Closing. At the closing, RHINO, EXECUTIVE
and EXECUTIVE Shareholders will each deliver, or cause to be
delivered to the other, the securities to be exchanged in
accordance with Section I of this Agreement and each party shall
pay any and all Federal and State taxes required to be paid in
connection with the issuance and the delivery of their own
securities. All stock certificates shall be in the name of the
party to which the same are deliverable.
8. Conduct of Business, Board of Directors, etc. Between the
date hereof and the Closing Date, EXECUTIVE will conduct its
business in the same manner in which it has heretofore been
conducted and the EXECUTIVE Shareholders will not permit
EXECUTIVE to: (1) enter into any contract, etc., other than in
the ordinary course of business; or (2) declare or make any
distribution of any kind to the stockholders of EXECUTIVE,
without first obtaining the written consent of RHINO.
9. Access to the Properties and Books of EXECUTIVE. The
EXECUTIVE Shareholders hereby grant to RHINO, through their duly
authorized representatives and during normal business hours
between the date hereof and the Closing Date, the right of full
and complete access to the properties of EXECUTIVE and full
opportunity to examine their books and records.
10. Miscellaneous
(a) This Agreement shall be controlled, construed and
enforced in accordance with the laws of the State of Texas.
(b) Each of the Constituent Corporations shall bear and pay
all costs and expenses incurred by it or on its behalf in
connection with the consummation of this Agreement, including,
without limiting the generality of the foregoing, fees and
expenses of financial consultants, accountants and counsel and
the cost of any documentary stamps, sales and excise taxes which
may be imposed upon or be payable in respect to the transaction.
(c) At any time before or after the approval and adoption by
the respective stockholders of the Constituent Corporations, if
required, this Reorganization Agreement may be amended or
supplemented by additional written agreements, as may be
determined in the judgment of the respective Boards of Directors
of the Constituent Corporations to be necessary, desirable or
expedient to further the purpose of this Reorganization
Agreement, to clarify the intention of the parties, to add to or
to modify the covenants, terms or conditions contained herein, or
otherwise to effectuate or facilitate the consummation of the
transaction contemplated hereby. Any written agreement referred
to in this paragraph shall be validly and sufficiently authorized
for the purposes of this Reorganization Agreement if
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signed on behalf of EXECUTIVE or RHINO, as the case may be, by
its Chairman of the Board, or its President.
(d) This Reorganization Agreement may be executed in any
number of counterparts and each counterpart hereof shall be
deemed to be an original instrument, but all such counterparts
together shall constitute but one Reorganization Agreement.
(e) This Agreement shall be binding upon and shall inure to
the benefit of the heirs, executors, administrators and assigns
of the EXECUTIVE Shareholders and upon the successors and assigns
of RHINO.
(f) All notices, requests, instructions, or other documents
to be given hereunder shall be in writing and sent by registered
mail:
If to EXECUTIVE Shareholders, then:
c/o Executive Assistance, Inc.
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
If to RHINO, then: 0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
With a copy to: Xxxxxxxxx & XxXxxx, LLP
000 X. Xx. Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxxxxxx
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The foregoing Reorganization Agreement, having been duly
approved or adopted by the Board of Directors, and duly approved
or adopted by the stockholders of the constituent corporation, as
required, in the manner provided by the laws of the State of
Nevada, the Chairman of the Board, the President or the Secretary
of said corporations, and the Shareholders of EXECUTIVE do now
execute this Reorganization Agreement under the respective seals
of said corporation by the authority of the directors and
stockholders of each, as required, as the act, deed and agreement
of each of said corporations. This Stock-For-Stock Agreement may
be signed in two or more counterparts.
RHINO ENTERPRISES GROUP, INC.
By:/s/XXXXX X XXXXX
----------------------------
Xxxxx X. Xxxxx, Chief Operating Officer
EXECUTIVE ASSISTANCE, INC.
By:/s/ XXXX X. XXXXXXXX
--------------------------
Xxxx X. Xxxxxxxx, President
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SHAREHOLDERS OF EXECUTIVE ASSISTANCE, INC.
Name Number of Shares
/s/XXXX X. XXXXXXXX 675,000
----------------------
Xxxx X. Xxxxxxxx
/s/XXXXX X. XXXXX 325,000
----------------------
Xxxxx X. Xxxxx
MFC Group, Inc. 3,000,000
By:/s/XXXXXX X. XXXXXXX
------------------------
Xxxxxx X. Xxxxxxx, President
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Acknowledgment of Execution of Agreement
By Officer of
Rhino Enterprises Group, Inc.
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
BE IT REMEMBERED that on this 17TH day of November, 1999,
personally came before me, a Notary Public in and for
jurisdiction aforesaid, Xxxxx X. Xxxxx, Chief Operating Officer
of Rhino Enterprises Group, Inc., a Nevada corporation, and one
of the corporations described in and which executed the foregoing
Agreement of Reorganization, known to me personally to be such,
and he, the said, Xxxxx X. Xxxxx, as such Chief Operating
Officer, duly executed said Agreement of Reorganization before me
and acknowledged said Agreement of Reorganization is in the
handwriting of said Chief Operating Officer of Rhino Enterprises
Group, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.
/s/XXXXX X. XXXXXXXXXX
-----------------------
Notary Public
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Acknowledgment of Execution of Agreement
By Officer of
Executive Assistance, Inc.
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
BE IT REMEMBERED that on this 17th day of November, 1999,
personally came before me, a Notary Public in and for
jurisdiction aforesaid, Xxxx X. Xxxxxxxx, President of Executive
Assistance, Inc., a Nevada corporation, and one of the
corporations described in and which executed the foregoing
Agreement of Reorganization, known to me personally to be such,
and she, the said, Xxxx X. Xxxxxxxx, as such President, duly
executed said Agreement of Reorganization before me and
acknowledged said Agreement of Reorganization is in the
handwriting of said President of Executive Assistance, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.
/s/ XXXXX X. XXXXXXXXXX
-----------------------
Notary Public
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Acknowledgment of Execution of Agreement
By Shareholder of
Executive Assistance, Inc.
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
BE IT REMEMBERED that on this 17TH day of November, 1999,
personally came before me, a Notary Public in and for the
jurisdiction aforesaid, Xxxx X. Xxxxxxxx, a shareholder of
Executive Assistance, Inc., a corporation of the State of Nevada,
known to me personally to be such, and she, the said, Xxxx X.
Xxxxxxxx, as a shareholder of Executive Assistance, Inc., duly
executed the attached Reorganization Agreement between Rhino
Enterprises Group, Inc., a Nevada corporation, and Executive
Assistance, Inc., a Nevada corporation, before me and
acknowledged said Reorganization Agreement to be the act, deed
and agreement between themselves, as shareholders of Executive
Assistance, Inc., and Rhino Enterprises Group, Inc., and the
signature of Xxxx X. Xxxxxxxx, to said foregoing Reorganization
Agreement is in the handwriting of Xxxx X. Xxxxxxxx, a
shareholder of Executive Assistance, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.
/s/ XXXXX X. XXXXXXXXXX
--------------------------
Notary Public
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Acknowledgment of Execution of Agreement
By Shareholder of
Executive Assistance, Inc.
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
BE IT REMEMBERED that on this 17th day of November, 1999,
personally came before me, a Notary Public in and for the
jurisdiction aforesaid, Xxxxx Xxxxx, a shareholder of Executive
Assistance, Inc., a corporation of the State of Nevada, known to
me personally to be such, and she, the said, Xxxxx Xxxxx , as a
shareholder of Executive Assistance, Inc., duly executed the
attached Reorganization Agreement between Rhino Enterprises
Group, Inc., a Nevada corporation, and Executive Assistance,
Inc., a Nevada corporation, before me and acknowledged said
Reorganization Agreement to be the act, deed and agreement
between themselves, as shareholders of Executive Assistance,
Inc., and Rhino Enterprises Group, Inc., and the signature of
Xxxxx Xxxxx, to said foregoing Reorganization Agreement is in the
handwriting of Xxxxx Xxxxx, a shareholder of Executive
Assistance, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.
/s/ XXXXX X. XXXXXXXXXX
------------------------
Notary Public
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Acknowledgment of Execution of Agreement
By Shareholder of
Executive Assistance, Inc.
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
BE IT REMEMBERED that on this 17th day of November, 1999,
personally came before me, a Notary Public in and for the
jurisdiction aforesaid, Xxxxxx X. Xxxxxxx, President of MFC
Group, Inc., a shareholder of Executive Assistance, Inc., a
corporation of the State of Nevada, known to me personally to be
such, and he, the said, Xxxxxx X. Xxxxxxx, President of MFC
Group, Inc., as a shareholder of Executive Assistance, Inc., duly
executed the attached Reorganization Agreement between Rhino
Enterprises Group, Inc., a Nevada corporation, and Executive
Assistance, Inc., a Nevada corporation, before me and
acknowledged said Reorganization Agreement to be the act, deed
and agreement between themselves, as shareholders of Executive
Assistance, Inc., and Rhino Enterprises Group, Inc., and the
signature of Xxxxxx X. Xxxxxxx, to said foregoing Reorganization
Agreement is in the handwriting of Xxxxxx X. Xxxxxxx, President
of MFC Group, Inc., a shareholder of Executive Assistance, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.
/s/XXXXX X. XXXXXXXXXX
---------------------
Notary Public
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