PLAN AND AGREEMENT OF REORGANIZATION
THIS PLAN
AND AGREEMENT OF REORGANIZATION (the “Agreement”) is made this
11th day
of October, 2007, among Guide Holdings, Inc., a Utah corporation (“GHI”); Xxx XxXxxxxxxx, the
sole stockholder of GHI (the “GHI Stockholder”); The
Guidebook Company, Inc., a Utah corporation (“GBC”); and The Guidebook
Company, Inc. stockholders (the “GBC Stockholders”), all of
whom are listed on Exhibit A hereto and who execute and deliver a copy of this
Agreement. The
foregoing are sometimes collectively referred to as the “Parties.”
WITNESSETH:
RECITALS
WHEREAS,
the respective Boards of Directors of GHI and GBC, having the same officers and
directors and having adopted resolutions pursuant to which GHI shall acquire and
the GBC Stockholders shall exchange 100% of the outstanding common stock of GBC;
and
WHEREAS,
the sole consideration for 100% of the outstanding common stock of GBC shall be
the exchange of a like number of shares of $0.001 par value common stock of GHI
(which shares are all “restricted securities” as defined in Rule 144 of the
Securities and Exchange Commission) as outlined in Exhibit A; and
WHEREAS,
the GBC Stockholders shall acquire in exchange such “restricted securities” of
GHI in a reorganization within the meaning of Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended (the “Reorganization”), and/or any
other “tax free” exemption thereunder that is available for this exchange, if
applicable; and
WHEREAS,
the Parties desire to execute and deliver this Agreement and all related,
required or necessary documentation that may be reasonably required to complete
the Agreement as contemplated by the Parties (collectively, the “Transaction Documents”);
WHEREAS,
upon completion of the exchange of outstanding securities of GBC, GHI will be
the sole shareholder of GBC, and GBC will be a wholly-owned subsidiary of GHI;
and
WHEREAS,
as a condition to the Closing of the Reorganization (as defined below), the GHI
Stockholder has agreed to cancel 100,000 shares of GHI common stock that are the
only shares of GHI common stock that are presently outstanding;
NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein, it is agreed:
Section
1
Exchange of
Stock
1.1 Exchange of
Shares. The GBC Stockholders agree to transfer to GHI at the
closing (the “Closing”) 100% of the outstanding common stock of GBC listed in
Exhibit A, which is attached hereto and incorporated herein by reference (the
“GBC Shares”), in exchange for a like number of shares of common stock of GHI,
pro rata.
1.2 Exchange of Certificates by
GBC Stockholders and Cancellation of Presently Outstanding Securities of
GHI. The transfer of the GBC Shares shall be effected by the
delivery to GHI at the Closing of stock certificate or certificates representing
the transferred shares.
(a) Each
of the shares of common stock of GBC, par value $0.001 per share issued and
outstanding immediately prior to the Closing will be converted into the right to
receive one (1) share of common stock or an aggregate of 3,600,000 shares of
common stock of GHI, par value $0.001 per share; and
(b) Subject
to the Closing and exchange of the GBC Shares for the number of shares of common
stock of GHI as outlined in the preceding paragraph, the GHI Stockholder shall
deliver to GHI for cancellation 100,000 shares of common stock of GHI, which
shares of common stock shall be returned to the authorized and unissued common
stock of GHI.
1.3 Further
Assurances. At the Closing and from time to time thereafter,
the Parties shall execute such additional instruments and take such other action
as GHI may request in order to exchange and transfer clear title and ownership
in the GBC Shares to GHI, and to result in the only shares of common stock of
GHI to be outstanding immediately following the Closing being those shares of
GHI issued in exchange for the GBC Shares.
1.4 Present Directors and
Executive Officers and Designation of New Directors and Executive
Officers. On Closing, the present directors and executive
officers of GHI shall remain the same and will hold the same designations in
GBC, a wholly-owned subsidiary.
1.5 Closing. This
Agreement will be deemed to be completed on the execution and delivery of the
Agreement by all of the GBC Stockholders.
Section
2
Closing
The
Closing contemplated by Section 1 shall be held at the offices of Xxxxxxx X.
Xxxxxxxxxx, Esq., Suite 205 Hermes Building, 000 Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx,
Xxxx 00000, on or before ten days following the execution and delivery of this
Agreement, unless another place or time is agreed upon in writing by the
parties. The Closing may also be accomplished by express mail or other courier
service, conference telephone communications or as otherwise agreed by the
respective parties or their duly authorized representatives.
Section
3
Representations and
Warranties of GHI
GHI
hereby represents and warrant to GBC and the GBC Stockholders as
follows:
3.1 Corporate Organization,
etc. GHI is a corporation duly organized, validly existing and
in good standing under the laws of the State of Utah with the requisite
corporate power and authority to carry on its business as it is now being
conducted and to own, operate and lease its properties and assets, is duly
qualified or licensed to do business as a foreign corporation in good standing
in every other jurisdiction in which the character or location of the properties
and assets owned, leased or operated by it or the conduct of its business
requires such qualification or licensing, except in such jurisdictions in which
the failure to be so qualified or licensed and in good standing would not,
individually or in the aggregate, have a material adverse effect on
GHI.
3.2 Authorization,
etc. GHI has all requisite corporate power and authority to
enter into, execute, deliver and perform its obligations under this
Agreement. This Agreement has been duly and validly executed and
delivered by GHI and is the valid and binding legal obligation of GHI
enforceable against GHI in accordance with its terms, subject to bankruptcy,
moratorium, principles of equity and other limitations limiting the rights of
creditors generally.
3.3 Non-Contravention. Neither
the execution, delivery and performance of this Agreement, and each other
agreement to be entered into in connection with this Agreement, nor the
consummation of the transactions contemplated herein will:
(a) violate,
contravene or be in conflict with any provision of the articles of incorporation
or bylaws of GHI;
(b) be in
conflict with, or constitute a default, however defined (or an event which, with
the giving of due notice or lapse of time, or both, would constitute such a
default), under, or cause or permit the acceleration of the maturity of, or give
rise to any right of termination, cancellation, imposition of fees or penalties
under any debt, note, bond, lease, mortgage, indenture, license, obligation,
contract, commitment, franchise, permit, instrument or other agreement or
obligation to which GHI is a party or by which GHI or any of GHI’s properties or
assets is or may be bound;
(c) result in
the creation or imposition of any pledge, lien, security interest, restriction,
option, claim or charge of any kind whatsoever (“Encumbrances”) upon any
property or assets of GHI under any debt, obligation, contract, agreement or
commitment to which GHI is a party or by which GHI or any of GHI’s assets or
properties are bound; or
(d) materially
violate any statute, treaty, law, judgment, writ, injunction, decision, decree,
order, regulation, ordinance or other similar authoritative matters (referred to
herein individually as a “Law” and collectively as
“Laws”) of any foreign,
federal, state or local governmental or quasi-governmental, administrative,
regulatory or judicial court, department, commission, agency, board, bureau,
instrumentality or other authority (referred to herein individually as an “Authority” and collectively
as “Authorities”).
3.4 Consents and
Approvals. No consent, approval, order or authorization of or
from, or registration, notification, declaration or filing with (“Consent”) any individual or
entity, including without limitation any Authority, is required in connection
with the execution, delivery or performance of this Agreement by GHI or the
consummation by GHI of the transactions contemplated herein.
3.5 Issuance of GHI Common
Stock. To GHI’s knowledge, as of the date of this Agreement,
no facts or circumstances exist or will exist that could cause the issuance of
shares of GHI common stock pursuant to this Agreement to fail to meet the
exemption from the registration requirements of the Securities Act of 1933, as
amended (the “Securities
Act”), set forth in Rule 506 of Regulation D promulgated
thereunder.
Section
4
Representations and
Warranties of GBC
GHC
hereby represents and warrant to GHI as follows:
4.1 Corporate Organization,
etc. GBC is a corporation duly organized, validly existing and
in good standing under the laws of the State of Utah with the requisite
corporate power and authority to carry on its business as it is now being
conducted and to own, operate and lease its properties and assets, is duly
qualified or licensed to do business as a foreign corporation in good standing
in every other jurisdiction in which the character or location of the properties
and assets owned, leased or operated by it or the conduct of its business
requires such qualification or licensing, except in such jurisdictions in which
the failure to be so qualified or licensed and in good standing would not,
individually or in the aggregate, have a material adverse effect on
GBC.
4.2 Authorization,
etc. GBC has all requisite corporate power and authority to
enter into, execute, deliver and perform its obligations under this
Agreement. This Agreement has been duly and validly executed and
delivered by GBC and is the valid and binding legal obligation of GBC
enforceable against GBC in accordance with its terms, subject to bankruptcy,
moratorium, principles of equity and other limitations limiting the rights of
creditors generally.
4.3 Non-Contravention. Neither
the execution, delivery and performance of this Agreement, and each other
agreement to be entered into in connection with this Agreement, nor the
consummation of the transactions contemplated herein will:
(a) violate, contravene or be in
conflict with any provision of the articles of incorporation or bylaws of
GBC;
(b) be
in conflict with, or constitute a default, however defined (or an event which,
with the giving of due notice or lapse of time, or both, would constitute such a
default), under, or cause or permit the acceleration of the maturity of, or give
rise to any right of termination, cancellation, imposition of fees or penalties
under any debt, note, bond, lease, mortgage, indenture, license, obligation,
contract, commitment, franchise, permit, instrument or other agreement or
obligation to which GBC is a party or by which GBC or any of GBC’s properties or
assets is or may be bound;
(c) result in
the creation or imposition of any pledge, lien, security interest, restriction,
option, claim or charge of any kind whatsoever (“Encumbrances”) upon any
property or assets of GBC under any debt, obligation, contract, agreement or
commitment to which GBC is a party or by which GBC or any of GBC’s assets or
properties are bound; or
(d) materially violate any statute,
treaty, law, judgment, writ, injunction, decision, decree, order, regulation,
ordinance or other similar authoritative matters (referred to herein
individually as a “Law”
and collectively as “Laws”) of any foreign,
federal, state or local governmental or quasi-governmental, administrative,
regulatory or judicial court, department, commission, agency, board, bureau,
instrumentality or other authority (referred to herein individually as an “Authority” and collectively
as “Authorities”).
4.4 Consents and
Approvals. No consent, approval, order or authorization of or
from, or registration, notification, declaration or filing with (“Consent”) any individual or
entity, including without limitation any Authority, is required in connection
with the execution, delivery or performance of this Agreement by GBC or the
consummation by GBC of the transactions contemplated herein.
4.5 Valid
Issuance. GHI shares of common stock to be issued in
connection with this Agreement will be duly authorized and, when issued,
delivered and paid for as provided in this Agreement, will be validly issued,
fully paid and non-assessable.
Section
5
Termination
Prior to
Closing, this Agreement may be terminated (1) by mutual consent in writing; (2)
by either the directors of GHI or GBC if there has been a material
misrepresentation or material breach of any warranty or covenant by the other
party; or (3) by either the directors of GHI or GBC and the GBC Stockholders, if
the Closing shall not have taken place, unless adjourned to a later date by
mutual consent in writing, by the date fixed in Section 2.
Section
6
General
Provisions
6.1 Further
Assurances. At any time, and from time to time, after the
Closing, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.
6.2 Waiver. Any
failure on the part of any party hereto to comply with any of its or their
obligations, agreements or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.
6.3 Brokers. Each
party represents to the other parties hereunder that no broker or finder has
acted for it in connection with this Agreement, and agrees to indemnify and hold
harmless the other parties against any fee, loss or expense arising out of
claims by brokers or finders employed or alleged to have been employed by
he/she/it.
6.4 Notices. All
notices and other communications hereunder shall be in writing and shall be
deemed to have been given if delivered in person or sent by prepaid first-class
registered or certified mail, return receipt requested, as follows:
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If
to GHI or the GHI Stockholder:
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Xxx
XxXxxxxxxx
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0000
Xxxxx 000 Xxxx, Xxxxx 000
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Xxxx
Xxxx Xxxx, Xxxx 00000
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With
a copy to:
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Xxxxxxx
X. Xxxxxxxxxx, Esq.
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455
East 000 Xxxxx, #000
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Xxxx
Xxxx Xxxx, Xxxx 00000
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If
to GBC:
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Xxx
XxXxxxxxxx
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0000
Xxxxx 000 Xxxx, Xxxxx 000
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Xxxx
Xxxx Xxxx, Xxxx 00000
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If
to GBC Stockholders:
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To
the addresses listed in Exhibit A.
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6.5 Entire
Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.6 Headings. The
section and subsection headings in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.
6.7 Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Utah, except to the extent
pre-empted by federal law, in which event (and to that extent only), federal law
shall govern. Any actions permitted hereunder shall be brought in the
State of Utah.
6.8 Assignment. This
Agreement shall inure to the benefit of, and be binding upon, the parties hereto
and their successors and assigns.
6.9 Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
6.10
Default. In
the event of any default hereunder, the prevailing party in any action to
enforce the terms and provisions hereof shall be entitled to recover reasonable
attorney's fees and related costs.
SIGNATURE
PAGE FOLLOWS
IN
WITNESS WHEREOF, the parties have executed this Agreement and Plan of
Reorganization effective the latest date hereof.
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THE
GUIDEBOOK COMPANY, INC.
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Date: October
11, 2007
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By:
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/s/Xxx
XxXxxxxxxx
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Xxx
XxXxxxxxxx, President
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GUIDE
HOLDINGS, INC.
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Date: October
11, 2007
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By:
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/s/Xxx
XxXxxxxxxx
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Xxx
XxXxxxxxxx, President
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COUNTERPART
SIGNATURE PAGE
This
Counterpart Signature Page for that certain Plan and Agreement of Reorganization
(the “Agreement”) among Guide Holdings, Inc., a Utah corporation (“GHI”); Xxx
XxXxxxxxxx, the sole stockholder of GHI (the “GHI Stockholder”); the Guidebook
Company, Inc., a Utah corporation (“GBC”); and the Guidebook Company, Inc.
stockholders (the “GBC Stockholders”), dated as of the 11th day
of October, 2007, by which the undersigned, through execution and delivery of
this Counterpart Signature Page, intends to be legally bound by the terms of the
Agreement.
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Xxx
XxXxxxxxxx
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Name
(Please Print)
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5872
S. 000 X.
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Xxxxxx
Xxxxxxx
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Xxxx
Xxxx Xxxx, Xxxx 00000
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City,
State, and Zip
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/s/Xxx
XxXxxxxxxx
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(Signature)
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October
11, 2007
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(Date)
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