PLAN OF REORGANIZATION AND ACQUISITION
BY WHICH
LSI Communications, Inc.
(A NEVADA CORPORATION)
SHALL ACQUIRE
Warever, Inc.
(A UTAH CORPORATION)
This Plan of Reorganization and Acquisition is made and dated this 20th day
of November 1998, by and between the Parties, as identified hereinafter,
respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.
B. Warever, Inc. ("Warever") is a private Utah Corporation.
II. RECITALS
A. The Capital of the Parties:
1. The Capital of LSI consists of 50,000,000 shares of common
voting stock of $001 par value authorized, of which
approximately 1,959,579 shall be issued or outstanding at
closing.
2. The Capital of Warever consists of 1,000,000 shares of
common voting stock of no par value authorized, of which
300,201 shares are issued and outstanding.
B. The Background for the Reorganization:
1. Warever has certain software that generates significant
annual revenue. Significant interest has been shown concerning
the use of this software for distribution by numerous
companies and other significant parties.
2. Warever has an interest to be acquired/merged with a public
corporation, and
3. LSI wishes to acquire these assets and maintain Warever,
Inc., a Utah Corporation, as a majority owned subsidiary to
generate revenue for these companies and other significant
parties. As required by law, the vote for approval of this
definitive Agreement and Reorganization shall be approved by a
vote of the holders of a majority of the issued and
outstanding shares of LSI, and
4. The Parties contemplate and intend that the acquisition
will be a stock for stock transaction; that 85% of the issued
and outstanding capital stock of WAREVER shall be acquired by
LSI in exchange solely for 3,000,000 shares of LSI voting
stock (Exhibit A); that the remaining 15% of the issued and
outstanding capital stock of WAREVER shall be available to be
acquired by LSI in exchange solely for 2,500,000 shares of LSI
voting stock through option agreements (Exhibits B-F); that
this transaction qualify as a tax-free reorganization under
Section 368(a)(l)(B) of the Internal Revenue Code of 1954, as
amended, and related sections thereunder.
III. PLAN OF REORGANIZATION
A. Reorganization and Acquisition: (1) LSI shall acquire a majority of
the Assets, Businesses and Capital Stock of WAREVER, and WAREVER shall
become and be a majority-owned subsidiary of LSI, on the terms and
conditions which follow and are provided in this Agreement; (2) LSI
shall issue to the shareholders of WAREVER, as WAREVER shall direct, an
aggregate of 3,000,000 (three million) shares of the common stock of
LSI for 85% of the issued and outstanding capital stock of WAREVER
(Exhibit A); (3) WAREVER shall issue to LSI options (Exhibits B-F) to
acquire the remaining 15% of the issued and outstanding capital stock
of WAREVER in exchange solely for 2,500,000 shares of LSI voting stock.
B. Transfer of control: The Existing Directors of WAREVER shall remain
as the Officers and Directors of the corporation.
C. Surviving Corporations: Both Companies shall survive the
Reorganization as indicated above, such that after Reorganization,
WAREVER shall be a majority- owned subsidiary of LSI.
D. Closing/Effective Date: This Plan of Reorganization shall become
effective immediately upon approval and adoption by Corporate parties
hereto, in the manner provided by the law of its place of incorporation
and its constituent corporate documents.
E. Further Assurance, Good Faith and Fair Dealing: The directors of
each Company shall and will execute and deliver any and all necessary
documents, acknowledgements and assurances and to do all things proper
to confirm or acknowledge any and all rights, titles and interests
created or confirmed herein; and both companies covenant hereby to deal
fairly and in good faith with each other and each others shareholders.
F. Construction: This Plan of Reorganization and the resulting legal
relations between the parties hereto shall be governed by and construed
in accordance with the laws of the State of Nevada.
G. Representations & Undertakings by WAREVER:
WAREVER represents and warrants as follows:
(1) The assets held by WAREVER are with liabilities that are reflected
in statements to be provided; any obligations are in the usual course
of business; and no such contracts or obligations in the usual course
of business are liens or other liabilities which, if disclosed, would
alter substantially the financial condition of this proposed
acquisition herein.
(2) There have not been, and prior to the closing date there will not
be, any material adverse changes in the financial position of these
contracts, except changes arising in the ordinary course of business.
(3) WAREVER is not involved in any pending or threatened litigation or
governmental investigation or proceeding not reflected in such
financial statement or otherwise disclosed in writing to LSI and, to
the knowledge of WAREVER, or its holders, no litigation, is pending or
threatened against WAREVER.
II. REPRESENTATIONS AND UNDERTAKINGS BY LSI:
LSI represents and warrants as follows:
(1) As of the closing date, the LSI shares to be delivered to the
Stockholders will constitute valid and legally issued shares of LSI,
fully paid and nonassessable, and will be legally equivalent in all
respects to the common stock of LSI issued and outstanding as of the
date hereof.
(2) The officers of LSI are duly authorized to execute this agreement
pursuant to authorization of its Board of Directors.
(3) The financial statements of LSI, are true and complete statements,
as of that date, of its financial condition, and fairly present the
results of its operations for such period; there are no substantial
liabilities, either fixed or contingent, not reflected in such
financial statements other than contracts or obligations in the usual
course of business are liens or other liabilities, which if disclosed,
would alter substantially the financial condition of LSI, as reflected
in such financial statements. Within 12 months after the reorganization
and acquisition takes place, if it is found that there are material
liabilities if LSI which were not previously disclosed, which may cause
the directors, officers, and/or shareholders to be liable or at risk
for liability, or that could adversely affect the performance of the
company, Warever will have the option to rescind the acquisition
agreement. If recision take place, Warever shareholders will forfeit
all shares of LSI stock, and LSI will forfeit all shares of Warever
stock.
(4) There have not been, and prior to the closing date there will not
be, any material adverse changes in the financial position of LSI,
except changes arising in the ordinary course of business and this
proposed reorganization.
(5) To the best knowledge of LSI, its Officers, Directors or Principal
Shareholder, LSI is not involved in any pending or threatened
litigation or governmental investigation or proceeding not reflected in
such financial statements or otherwise disclosed in writing to WAREVER.
(6) As of the closing date, LSI will be in good standing as a Nevada
corporation with total authorized capital consisting of Fifty Million
shares of $0.001 par value common shares.
I. Confidentiality: The Parties hereto agree that the information which
each intends to impart to the other subsequent to the execution thereof
shall not be disclosed to any other third party and each person shall
take reasonable precautions to prevent disclosure of any information
and know-how to any entity for any use, including but not limited to,
commercial use. The parties hereto further agree to keep confidential
all proprietary information. The parties furthermore agree to keep
confidential any and all names, telephone or telex numbers, and any
other matters considered confidential arising from this Agreement.
J. Counterpart: This Agreement may be signed by facsimile. Counterpart
originals will also be signed by both parties.
This Reorganization Agreement is executed on behalf of each company by its
duly authorized representatives, and attested to, pursuant to the laws of its
respective places of incorporation and in accordance with its constituent
documents.
LSI Communications, Inc. Warever, Inc.
/s/ X.X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxxxx
----------------- ----------------------
X.X. Xxxxxxxx Xxxxx X. Xxxxxxxxx
President and Director President and Director
/s/ Xxxx X. Xxxx
-----------------
Xxxx X. Xxxx
Secretary and Director
Warever, Inc.
3,000,000 2,500,000 5,500,000
Shares Options Shares
Allocation of Stock Total 85% of Stock 15% of Stock of Stock
& Options Stock Sold From LSI Optioned From LSI From LSI
-----------------------------------------------------------------------------------------------
Xxxx Xxxxxxx 15,000 12,750 149,900 2,250 124,916 274,816
Xxx Xxxxxxxx 30,000 25,500 299,800 4,500 249,834 549,634
Xxxxx Xxxxxxx 100,000 85,000 999,330 15,000 832,775 1,832,105
Xxxxx Xxxxxxxxx 100,000 85,000 999,330 15,000 832,775 1,832,105
Xxxx Xxxxxxxxx 55,201 46,921 551,640 8,280 459,700 1,011,340
-----------------------------------------------------------------------------------------------
Total 300,201 255,171 3,000,000 45,030 2,500,000 5,500,000
======= ======= ========= ====== ========= =========
OPTION AGREEMENT
This AGREEMENT IS made and entered into on this 20th day of November 1998,
by and between the Parties, as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.
B. Xxxxx X. Xxxxxxxxx ("Stockholder") is an individual.
C. Warever, Inc. ("Warever") is a private Utah Corporation.
II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
A. Identification of Warever, Inc. Warever, Inc. is a Utah Corporation,
having its principal place of business in Draper, Utah. The only class
of stock of Warever, Inc. is common stock.
B. Representations. Stockholder has made no representations to LSI
concerning the financial condition of Warever. Stockholder has made no
representations or warranties concerning the future value of Warever
stock, future earnings of Warever stock, or any other representations
concerning Warever, except as are identified herein.
C. Stock Ownership. Stockholder is the owner of 100,000 shares of
common stock of Warever. Stockholder will not transfer or assign any of
such stock until expiration of this option agreement, except as
directed in the Plan of Reorganization and Acquistion by which LSI
Communications, Inc. shall acquire Warever, Inc.
D. Option Grant to LSI. For a period of sixty days after January 1,
2000, Stockholder grants LSI an exclusive right to acquire the
remaining 15,000 shares of common stock of Warever, representing all of
those shares identified in paragraph II.C. not being part of the 85%
exchanged in the Plan of Reorganization and Acquisition by which LSI
Communications, Inc. shall acquire Warever, Inc., above. The
acquisition price of the 15,000 shares shall be for 832,775 shares of
the common stock of LSI.
E. Construction. This agreement shall be liberally construed in favor
of granting an exclusive option upon the terms specified herein. In
furtherance thereof, this Agreement shall be construed in accordance
with the laws and statutes of the State of Nevada, being the principal
place of business of LSI.
F. Advise to Seek Legal Counsel. Stockholder has sought and obtained
the advice of counsel prior to entering this Agreement or has been
strongly advised to obtain legal counsel concerning the advisability of
entering this Agreement. In entering this Agreement, Stockholder is not
relying upon any statements, representations, or opinions of: (a) any
attorneys or counsel for or of LSI or Warever; (b) any representatives,
agents, officers, employees, or directors of LSI or Warever; or (c )
any person other than his retained legal attorney.
G. Notices. Notices to Stockholder shall be delivered to ______________
_______________________________________________________________________
Notices to LSI shall be delivered to: X. X. Xxxxxxxx, 000 Xxxxx Xxxxx
Xxxx, Xxxxx X, Xxxxxxx, XX 00000. All notices shall be delivered by
certified mail with a return receipt requested, by overnight courier,
or by facsimile. All notices shall be complete upon delivery.
H. Cooperation. Stockholder agrees to fully cooperate with LSI in the
event that LSI elects to exercise any rights under this Agreement.
Stockholder shall take no action which would obstruct the ability of
LSI to exercise its
rights under this Agreement.
I. Procedure for Exercising Option. LSI may exercise its rights under
this Agreement by giving written notice to the Shareholder in the
manner specified in paragraph 11.6., above. Such written notice shall
be in any reasonable form sufficient to notify Stockholder of the
exercising of the option. Full payment shall be due upon the delivery
of any or all shares from Stockholder to LSI. Upon exercising of any
options, Stockholder shall arrange for delivery of existing shares, if
any, to LSI within five business days.
J. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder
shall be severable, valid, and effective as if such invalid, unlawful,
or unenforceable section or paragraph was not contained herein.
K. Consideration. In consideration of the Agreements contained herein,
LSI is providing the sum of One Hundred Dollars ($100.00) to
Stockholder. Stockholder accepts such amount as full and complete
consideration for this Agreement.
L. Complete Agreement. This Agreement is the full and complete
agreement between the parties. There are no agreements or
understandings between the parties which are not contained herein.
M. Binding Effect. This Option Agreement shall inure to the benefit of;
and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. Stockholder
may not assign its rights or obligations hereunder without the prior
express written consent of LSI in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day and
year first above written.
LSI Communications, Inc. Stockholder
/s/ X.X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxxxx
----------------- ----------------------
X X Xxxxxxxx Xxxxx X. Xxxxxxxxx
President and Director
OPTION AGREEMENT
This AGREEMENT IS made and entered into on this 20th day of November 1998,
by and between the Parties, as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.
B. Xxxxx Xxxxxxx ("Stockholder") is an individual.
C. Warever, Inc. ("Warever") is a private Utah Corporation.
II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
A. Identification of Warever, Inc. Warever, Inc. is a Utah Corporation,
having its principal place of business in Draper, Utah. The only class
of stock of Warever, Inc. is common stock.
B. Representations. Stockholder has made no representations to LSI
concerning the financial condition of Warever. Stockholder has made no
representations or warranties concerning the future value of Warever
stock, future earnings of Warever stock, or any other representations
concerning Warever, except as are identified herein.
C. Stock Ownership. Stockholder is the owner of 100,000 shares of
common stock of Warever. Stockholder will not transfer or assign any of
such stock until expiration of this option agreement, except as
directed in the Plan of Reorganization and Acquistion by which LSI
Communications, Inc. shall acquire Warever, Inc.
D. Option Grant to LSI. For a period of sixty days after January 1,
2000, Stockholder grants LSI an exclusive right to acquire the
remaining 15,000 shares of common stock of Warever, representing all of
those shares identified in paragraph 11.C. not being part of the 85%
exchanged in the Plan of Reorganization and Acquisition by which LSI
Communications, Inc. shall acquire Warever, Inc., above. The
acquisition price of the 15,000 shares shall be for 832,775 shares of
the common stock of LSI.
E. Construction. This agreement shall be liberally construed in favor
of granting an exclusive option upon the terms specified herein. In
furtherance thereof; this Agreement shall be construed in accordance
with the laws and statutes of the State of Nevada, being the principal
place of business of LSI.
F. Advise to Seek Legal Counsel. Stockholder has sought and obtained
the advice of counsel prior to entering this Agreement or has been
strongly advised to obtain legal counsel concerning the advisability of
entering this Agreement. In entering this Agreement, Stockholder is not
relying upon any statements, representations, or opinions of: (a) any
attorneys or counsel for or of LSI or Warever; (b) any representatives,
agents, officers, employees, or directors of LSI or Warever; or (c) any
person other than his retained legal attorney.
G. Notices. Notices to Stockholder shall be delivered to ______________
_______________________________________________________________________
Notices to LSI shall be delivered to: X. X. Xxxxxxxx, 000 Xxxxx Xxxxx
Xxxx, Xxxxx X, Xxxxxxx, XX 00000. All notices shall be delivered by
certified mail with a return receipt requested, by overnight courier,
or by facsimile. All notices shall be complete upon delivery.
H. Cooperation. Stockholder agrees to fully cooperate with LSI in the
event that LSI elects to exercise any rights under this Agreement.
Stockholder shall take no action which would obstruct the ability of
LSI to exercise its rights under this Agreement.
I. Procedure for Exercising Option. LSI may exercise its rights under
this Agreement by giving written notice to the Shareholder in the
manner specified in paragraph 11.6., above. Such written notice shall
be in any reasonable form sufficient to notify Stockholder of the
exercising of the option. Full payment shall be due upon the delivery
of any or all shares from Stockholder to LSI. Upon exercising of any
options, Stockholder shall arrange for delivery of existing shares, if
any, to LSI within five business days.
J. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder
shall be severable, valid, and effective as if such invalid, unlawful,
or unenforceable section or paragraph was not contained herein.
K. Consideration. In consideration of the Agreements contained herein,
LSI is providing the sum of One Hundred Dollars ($100.00) to
Stockholder. Stockholder accepts such amount as full and complete
consideration for this Agreement.
L. Complete Agreement. This Agreement is the full and complete
agreement between the parties. There are no agreements or
understandings between the parties which are not contained herein.
M. Binding Effect. This Option Agreement shall inure to the benefit of;
and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. Stockholder
may not assign its rights or obligations hereunder without the prior
express written consent of LSI in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day and
year first above written.
LSI Communications, Inc. Stockholder
/s/ X.X. Xxxxxxxx /s/ Xxxxx Xxxxxxx
----------------- -----------------
X. X. Xxxxxxxx Xxxxx Xxxxxxx
President and Director
OPTION AGREEMENT
This AGREEMENT IS made and entered into on this 20th day of November 1998,
by and between the Parties, as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.
B. Xxxx Xxxxxxxxx ("Stockholder") is an individual.
C. Warever, Inc. ("Warever") is a private Utah Corporation.
II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
A. Identification of Warever, Inc. Warever, Inc. is a Utah Corporation,
having its principal place of business in Draper, Utah. The only class
of stock of Warever, Inc. is common stock.
B. Representations. Stockholder has made no representations to LSI
concerning the financial condition of Warever. Stockholder has made no
representations or warranties concerning the future value of Warever
stock, future earnings of Warever stock, or any other representations
concerning Warever, except as are identified herein.
C. Stock Ownership. Stockholder is the owner of 55,201 shares of common
stock of Warever. Stockholder will not transfer or assign any of such
stock until expiration of this option agreement, except as directed in
the Plan of Reorganization and Acquisition by which LSI Communications,
Inc. shall acquire Warever, Inc.
D. Option Grant to LSI. For a period of sixty days after January 1,
2000, Stockholder grants LSI an exclusive right to acquire the
remaining 8,280 shares of common stock of Warever, representing all of
those shares identified in paragraph II.C. not being part of the 85%
exchanged in the Plan of Reorganization and Acquisition by which LSI
Communications, Inc. shall acquire Warever, Inc., above. The
acquisition price of the 8,280 shares shall be for 459,700 shares of
the common stock of LSI.
E. Construction. This agreement shall be liberally construed in favor
of granting an exclusive option upon the terms specified herein. In
furtherance thereof; this Agreement shall be construed in accordance
with the laws and statutes of the State of Nevada, being the principal
place of business of LSI.
F. Advise to Seek Legal Counsel. Stockholder has sought and obtained
the advice of counsel prior to entering this Agreement or has been
strongly advised to obtain legal counsel concerning the advisability of
entering this Agreement. In entering this Agreement, Stockholder is not
relying upon any statements, representations, or opinions of: (a) any
attorneys or counsel for or of LSI or Warever; (b) any representatives,
agents, officers, employees, or directors of LSI or Warever or (c) any
person other than his retained legal attorney.
G. Notices. Notices to Stockholder shall be delivered to ______________
_______________________________________________________________________
Notices to LSI shall be delivered to: X. X. Xxxxxxxx, 000 Xxxxx Xxxxx
Xxxx, Xxxxx X, Xxxxxxx, XX 00000. All notices shall be delivered by
certified mail with a return receipt requested, by overnight courier,
or by facsimile. All notices shall be complete upon delivery.
H. Cooperation. Stockholder agrees to fully cooperate with LSI in the
event that LSI elects to exercise any rights under this Agreement.
Stockholder shall take no action which would obstruct the ability of
LSI to exercise its rights under this Agreement.
I. Procedure for Exercising Option. LSI may exercise its rights under
this Agreement by giving written notice to the Shareholder in the
manner specified in paragraph 11.6., above. Such written notice shall
be in any reasonable form sufficient to notify Stockholder of the
exercising of the option. Full payment shall be due upon the delivery
of any or all shares from Stockholder to LSI. Upon exercising of any
options, Stockholder shall arrange for delivery of existing shares, if
any, to LSI within five business days.
J. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder
shall be severable, valid, and effective as if such invalid, unlawful,
or unenforceable section or paragraph was not contained herein.
K. Consideration. In consideration of the Agreements contained herein,
LSI is providing the sum of One Hundred Dollars ($100.00) to
Stockholder. Stockholder accepts such amount as full and complete
consideration for this Agreement.
L. Complete Agreement. This Agreement is the full and complete
agreement between the parties. There are no agreements or
understandings between the parties which are not contained herein.
M. Binding Effect. This Option Agreement shall inure to the benefit of;
and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. Stockholder
may not assign its rights or obligations hereunder without the prior
express written consent of LSI in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day and
year first above written.
LSI Communications, Inc. Stockholder
/s/ X. X. Xxxxxxxx /s/ Xxxx Xxxxxxxxx
------------------ ------------------
X. X. Xxxxxxxx Xxxx Xxxxxxxxx
President and Director
OPTION AGREEMENT
This AGREEMENT IS made and entered into on this 20th day of November l998,
by and between the Parties, as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("LSI") is a public Nevada
Corporation.
B. Xxx Xxxxxxxx ("Stockholder") is an individual.
C. Warever, Inc. ("Warever") is a private Utah Corporation.
II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
A. Identification of Warever, Inc. Warever, Inc. is a Utah Corporation,
having its principal place of business in Draper, Utah. The only class
of stock of Warever, Inc. is common stock.
B. Representations. Stockholder has made no representations to LSI
concerning the financial condition of Warever. Stockholder has made no
representations or warranties concerning the future value of Warever
stock, future earnings of Warever stock, or any other representations
concerning Warever, except as are identified herein.
C. Stock Ownership. Stockholder is the owner of 30,000 shares of common
stock of Warever. Stockholder will not transfer or assign any of such
stock until expiration of this option agreement, except as directed in
the Plan of Reorganization and Acquistion by which LSI Communications,
Inc. shall acquire Warever, Inc.
D. Option Grant to LSI. For a period of sixty days after January 1,
2000, Stockholder grants LSI an exclusive right to acquire the
remaining 4,500 shares of common stock of Warever, representing all of
those shares identified in paragraph 11.C. not being part of the 85%
exchanged in the Plan of Reorganization and Acquisition by which LSI
Communications, Inc. shall acquire Warever, Inc., above. The
acquisition price of the 4,500 shares shall be for 249,834 shares of
the common stock of LSI.
E. Construction. This agreement shall be liberally construed in favor
of granting an exclusive option upon the terms specified herein. In
furtherance thereof; this Agreement shall be construed in accordance
with the laws and statutes of the State of Nevada, being the principal
place of business of LSI.
F. Advise to Seek Legal Counsel. Stockholder has sought and obtained
the advice of counsel prior to entering this Agreement or has been
strongly advised to obtain legal counsel concerning the
advisability of entering this Agreement. In entering this Agreement,
Stockholder is not relying upon any statements, representations, or
opinions of: (a) any attorneys or counsel for or of LSI or Warever;
(',)any representatives, agents, officers, employees, or directors of
LSI or Warever; or (c) any person other than his retained legal
attorney.
G. Notices. Notices to Stockholder shall be delivered to 0000 X.
Xxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, XX 00000. Notices to LSI shall be
delivered to X.X. Xxxxxxxx, 000 Xxxxx Xxxxx Xxxx, Xxxxx X, Xxxxxxx, XX
00000. All notices shall be delivered by certified mail with a return
receipt requested, by overnight courier, or by facsimile. All notices
shall be complete upon delivery.
H. Cooperation. Stockholder agrees to fully cooperate with LSI in the
event that LSI elects to exercise any rights under this Agreement.
Stockholder shall take no action which would obstruct the ability of
LSI to exercise its rights under this Agreement.
I. Procedure for Exercising Option. LSI may exercise its rights under
this Agreement by giving written notice to the Shareholder in the
manner specified in paragraph 11.6., above. Such written notice shall
be in any reasonable form sufficient to notify Stockholder of the
exercising of the option. Full payment shall be due upon the delivery
of any or all shares from Stockholder to LSI. Upon exercising of any
options, Stockholder shall arrange for delivery of existing shares, if
any, to LSI within five business days.
J. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder
shall be severable, valid, and effective as if such invalid, unlawful,
or unenforceable section or paragraph was not contained herein.
K. Consideration. In consideration of the Agreements contained herein,
LSI is providing the sum of One Hundred Dollars (S 100.00) to
Stockholder. Stockholder accepts such amount as full and complete
consideration for this Agreement.
L. Complete Agreement. This Agreement is the full and complete
agreement between the parties. There are no agreements or
understandings between the parties which are not contained herein.
M. Binding Effect. This Option Agreement shall inure to the benefit of;
and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. Stockholder
may not assign its rights or obligations hereunder without the prior
express written consent of LSI in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the day and
year first above written.
LSI Communications, Inc. Stockholder
/s/ X.X. Xxxxxxxx /s/ Xxx Xxxxxxxx
----------------- ----------------
X.X. Xxxxxxxx Xxx Xxxxxxxx
President and Director
OPTION AGREEMENT
This AGREEMENT IS made and entered into on this 20th day of November 1998,
by and between the Parties, as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("L SI") is a public Nevada Corporation.
B. Xxxx Xxxxxxx ("Stockholder") is an individual.
C. Warever, Inc. ("Warever") is a private Utah Corporation.
II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
A. Identification of Warever, Inc. Warever, Inc. is a Utah Corporation,
having its principal place of business in Draper, Utah. The only class
of stock of Warever, Inc. is common stock.
B. Representations. Stockholder has made no representations to LSI
concerning the financial condition of Warever. Stockholder has made no
representations or warranties concerning the future value of Warever
stock, future earnings of Warever stock, or any other representations
concerning Warever, except as are identified herein.
C. Stock Ownership. Stockholder is the owner of 15,000 shares of common
stock of Warever. Stockholder will not transfer or assign any of such
stock until expiration of this option agreement, except as directed in
the Plan of Reorganization and Acquistion by which LSI Communications,
Inc. shall acquire Warever, Inc.
D. Option Grant to LSI. For a period of sixty days after January 1,
2000, Stockholder grants LSI an exclusive right to acquire the
remaining 2,250 shares of common stock of Warever, representing all of
those shares identified in paragraph 11.C. not being part of the 35%
exchanged in the Plan of Reorganization and Acquisition by which LSI
Communications, Inc. shall acquire Warever, Inc., above. The
acquisition price of the 2,250 shares shall be for 124,916 shares of
the common stock of LSI.
E. Construction. This agreement shall be liberally construed in favor
of granting an exclusive option upon the terms specified herein. In
furtherance thereof, this Agreement shall be construed in accordance
with the laws and statutes of the State of Nevada, being the principal
place of business of LSI.
F. Advise to Seek Legal Counsel. Stockholder has sought and obtained
the advice of counsel prior to entering this Agreement or has been
strongly advised to obtain legal counsel concerning the advisability of
entering this Agreement. In entering this Agreement, Stockholder is not
relying upon any statements, representations, or opinions of: (a) any
attorneys or counsel for or of LSI or Warever; (0) any representatives,
agents, officers, employees, or directors of LSI or Warever; or (c) any
person other than his retained legal attorney.
G. Notices. Notices to Stockholder shall be delivered to ______________
_______________________________________________________________________
Notices to LSI shall be delivered to: X. X. Xxxxxxxx, 000 Xxxxx Xxxxx
Xxxx, Xxxxx X, Xxxxxxx, XX 00000. All notices shall be delivered by
certified mail with a return receipt requested, by overnight courier,
or by facsimile. All notices shall be complete upon delivery.
H. Cooperation. Stockholder agrees to fully cooperate with LSI in the
event that LSI elects to exercise any rights under this Agreement.
Stockholder shall take no action which would obstruct the ability of
LSI to exercise its rights under this Agreement.
I. Procedure for Exercising Option. LSI may exercise its rights under
this Agreement by giving written notice to the Shareholder in the
manner specified in paragraph 11.6., above. Such written notice shall
be in any reasonable form sufficient to notify Stockholder of the
exercising of the option. Full payment shall be due upon the delivery
of any or all shares from Stockholder to LSI. Upon exercising of any
options, Stockholder shall arrange for delivery of existing shares, if
any, to LSI within five business days.
J. Severability. In the event that any section or paragraph contained
herein shall be invalid, unlawful, or unenforceable, the remainder
shall be severable, valid, and effective as if such invalid, unlawful,
or unenforceable section or paragraph was not contained herein.
K. Consideration. In consideration of the Agreements contained herein,
LSI is providing the sum of One Hundred Dollars ($100.00) to
Stockholder. Stockholder accepts such amount as full and complete
consideration for this Agreement.
L. Complete Agreement. This Agreement is the full and complete
agreement between the parties. There are no agreements or
understandings between the parties which are not contained herein.
M. Binding Effect. This Option Agreement shall inure to the benefit of;
and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. Stockholder
may not assign its rights or obligations hereunder without the prior
express written consent of LSI in each instance.
IN WITNESS THEREOF, the parties have executed this Agreement upon the day and
year first above written.
LSI Communications, Inc. Stockholder
/s/ X.X. Xxxxxxxx /s/ Xxxx Xxxxxxx
----------------- ----------------
X.X. Xxxxxxxx Xxxx Xxxxxxx
President and Director
