AGREEMENT AND PLAN OF REORGANIZATION
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THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated
August 15, 1997, and is by and between Rainbow Bridge Services, Inc., a Nevada
corporation (the "Company") and American Custom Components, Inc., a California
corporation ("ACC").
R E C I T A L S
WHEREAS, the shareholders of ACC ("Shareholders") own the shares of
capital stock of ACC as set forth in Schedule 1 attached hereto, constituting
all of the issued and outstanding stock of ACC (the "ACC Shares");
WHEREAS, the Company is a public company, whose common stock is listed
on the Electronic Bulletin Board.
WHEREAS, the Company desires to acquire all of the ACC Shares, and the
Shareholders desire to exchange all of the ACC Shares for shares of voting
common stock of the Company, in a transaction that qualifies under Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code").
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties agree as follows:
I. EXCHANGE OF THE SHARES AND CONSIDERATION
1.01. SHARES BEING EXCHANGED. Effective at the closing of this Agreement
(the "Closing"), and subject to the terms and conditions of this Agreement the
Shareholders shall assign, transfer and deliver to the Company all of the ACC
Shares which they own.
1.02. CONSIDERATION. Subject to the terms and conditions of this
Agreement, and in consideration of the assignment and delivery of ACC Shares to
the Company, and the conversion of outstanding options of ACC, the Company shall
at Closing issue to the Shareholders a number of shares of voting common stock
of the Company, $.001 par value per share (the "Company Shares"), equal to the
number of shares set forth opposite the Shareholder's name on Schedule 1
attached hereto, or a total of 7,200,000 Company Shares to the Shareholders, and
shall issue options to purchase 1,300,000 shares to the person set forth in
Exhibit 2.02 (b).
1.03. CLOSING. The Closing of the transaction contemplated by this
Agreement (the "Closing") shall take place at the offices of Hand & Hand on or
before August 20, 1997.
1.04. DELIVERIES. Within 5 days of the execution and delivery of this
Agreement, the parties are delivering the following documents:
1.04(a). The items and documents set forth in Sections 1.01 and
1.02.
1.04(b). The Company Shares described in Section 1.02
1.04(c). The Company shall deliver the resignations of all of its
current officers and directors, and a board resolution electing Xxxx
Xxxxxxxxxx, Xxxxxx X. Walk and Xxxxxxx Xxxxxxxxx to the Board of
Directors of the Company and Xxxxxx X. Walk as President and Xxxx
Xxxxxxxxxx as Chief Executive Officer, Chief Financial Officer and
Secretary.
1.05. FILINGS. Following with the Closing, the Company shall file the
following documents:
1.05(a). A Certificate of Amendment to the Articles of
Incorporation of the Company with the Nevada Secretary of State changing
the name of the Company to "American Custom Components, Inc." or a
similar name.
II. REPRESENTATIONS AND WARRANTIES OF ACC
ACC represents and warrants to the Company as follows, as of the date of
this Agreement and as of the Closing:
2.01. ORGANIZATION
2.01(a). ACC is a corporation duly organized, validly existing
and in good standing under the laws of the State of California; ACC has
the corporate power and authority to carry on its business as presently
conducted; and ACC is qualified to do business in all jurisdictions
where the failure to be so qualified would have a material adverse
effect on its business.
2.02. CAPITALIZATION.
2.02(a). The authorized capital stock and the issued and
outstanding shares of ACC is 100,000 shares of common stock, of which
60,000 shares are outstanding. All of the issued and outstanding shares
of ACC are duly authorized, validly issued, fully paid and
nonassessable.
2.02(b). Except as set forth in Exhibit 2.02(b) there are no
outstanding options, warrants, or rights to purchase any securities of
ACC.
2.03. SUBSIDIARIES AND INVESTMENTS. ACC does not own any capital stock
or have any interest in any corporation, partnership or other form of business
organization, except as described in Exhibit 2.03 hereto.
2.04. FINANCIAL STATEMENTS. The unaudited financial statements of ACC as
of and for the period inception to March 31, 1997, including the unaudited
balance sheet as of March 31, 1997 and the related unaudited statement of
operations for the period then ended (the "Financial Statements") present fairly
the financial position and results of operations of ACC, on a consistent basis.
The financial records of ACC are of such a character and quality that an
unqualified (except as to going concern) audit of the ACC Financial Statements
may be performed within 75 days of the Closing.
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2.05. NO UNDISCLOSED LIABILITIES: Other than as described in Exhibit
2.05 attached hereto, ACC is not subject to any material liability or obligation
of any nature, whether absolute, accrued, contingent, or otherwise and whether
due or to become due, which is not reflected or reserved against in the
Financial Statements, except those incurred in the normal course of business.
2.06. ABSENCE OF MATERIAL CHANGES. Since March 31, 1997, except as
described in any Exhibit attached hereto or as required or permitted under this
Agreement, there has not been:
2.06(a). any material adverse change in the condition (financial
or otherwise) of the properties, assets, liabilities or business of ACC,
except changes in the ordinary course of business which, individually
and in the aggregate, have not been materially adverse;
2.06(b). any redemption, purchase or other acquisition of any
shares of the capital stock of ACC, or any issuance of any shares of
capital stock or the granting, issuance or exercise of any rights,
warrants, options or commitments by ACC relating to their authorized or
issued capital stock; or
2.06(c). any change or amendment to the Articles of Incorporation
of ACC.
2.07. LITIGATION. Except as set forth in Exhibit 2.07 attached hereto,
there is no litigation, proceeding or investigation pending or threatened
against ACC affecting any of its properties or assets against any officer,
director, or stockholder of ACC that might result, either in any case or in the
aggregate, in any material adverse change in the business, operations, affairs
or condition of ACC or its properties or assets, or that might call into
question the validity of this Agreement, or any action taken or to be taken
pursuant hereto.
2.08. TITLE TO ASSETS. ACC has good and marketable title to all of its
assets and properties now carried on its books including those reflected in the
balance sheets contained in the Financial Statements, free and clear of all
liens, claims, charges, security interests or other encumbrances, except as
described in Exhibit 2.08 attached hereto or any other Exhibit.
2.09. TRANSACTIONS WITH AFFILIATES. DIRECTORS AND SHAREHOLDERS. Except
as set forth in Exhibit 2.09 attached hereto, there are and have been no
contracts, agreements, arrangements or other transactions between ACC, and any
officer, director, or stockholder of ACC, or any corporation or other entity
controlled by the Shareholders, a member of the Shareholders' families, or any
affiliate of the Shareholders.
2.10. NO CONFLICT. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the Articles of Incorporation or Bylaws of ACC, or any agreement, contract or
instrument to which ACC is a party or by which it or any of its assets are
bound.
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2.11. DISCLOSURE. To the actual knowledge of ACC, neither this
Agreement, the Financial Statements nor any other agreement, document,
certificate or written or oral statement furnished to the Company by or on
behalf of ACC in connection with the transactions contemplated hereby, contains
any untrue statement of a material fact or when taken as a whole omits to state
a material fact necessary in order to make the statements contained herein or
therein not misleading.
2.12. AUTHORITY. ACC has full power and authority to enter into this
Agreement and to carry out the transactions contemplated herein. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby, have been duly authorized and approved by the Board of
Directors of ACC and no other corporate proceedings on the part of ACC are
necessary to authorize this Agreement and the transactions contemplated hereby.
2.13 INTELLECTUAL PROPERTY RIGHTS. ACC owns or has valid right or
license to use all patents, patent rights, trade secrets, trademarks, trademark
rights, trade names, trade name rights, copyrights and other intellectual
property rights (collectively referred to as "Intellectual Property Rights")
which are necessary to operate its business as now operated and as now proposed
to be operated. A brief description of such Intellectual Property Rights is set
forth on Exhibit 2.13 attached hereto. ACC does not have any obligation to
compensate any person, firm, corporation or other entity for the use of any such
Intellectual Property Rights, nor has ACC granted to any person, firm,
corporation or other entity any license or other rights to use in any manner, or
waived its rights with respect to any Intellectual Property Rights of ACC.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to ACC as follows, as of the
date of this Agreement and as of the Closing:
3.01. ORGANIZATION.
3.01(a). The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada;
has the corporate power and authority to carry on its business as
presently conducted; and is qualified to do business in all
jurisdictions where the failure to be so qualified would have a material
adverse effect on the business of the Company.
3.01(b). The copies of the Articles of Incorporation, of the
Company, as certified by the Secretary of State of Nevada, and the
Bylaws of the Company are complete and correct copies of the Articles of
Incorporation and the Bylaws of the Company as amended and in effect on
the date hereof. All minutes of meetings and actions in writing without
a meeting of the Board of Directors and shareholders of the Company are
contained in the minute book of the Company and no minutes or actions in
writing without a meeting have been included in such minute book since
such delivery to ACC that have not also been delivered to ACC.
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3.02. CAPITALIZATION OF THE COMPANY. The authorized capital stock of
the Company consists of 20,000,000 shares of Common Stock, par value $.001 per
share, of which 500,000 shares are outstanding, and 1,000,000 shares of
preferred stock, none of which is outstanding. All outstanding shares are duly
authorized, validly issued, fully paid and non-assessable. Following the
issuance of Company Shares set forth herein and a forward stock split described
in Section 6.01, the capitalization of the Company shall be 8,000,000 shares of
common stock and options to purchase 1,500,000 additional shares.
3.03. SUBSIDIARIES AND INVESTMENTS. The Company does not own any
capital stock or have any interest in any corporation, partnership, or other
form of business organization.
3.04. AUTHORITY. The Company has full power and authority to enter into
this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the issuance of the Company Shares in accordance with
the terms hereof, have been duly authorized and approved by the Board of
Directors of the Company and no other corporate proceedings on the part of
Company are necessary to authorize this Agreement, the transactions contemplated
hereby and the issuance of the Company Shares in accordance with the terms
hereof.
3.05. NO UNDISCLOSED LIABILITIES. Other than as described in Exhibit
3.05 attached hereto, the Company is not subject to any material liability or
obligation of any nature, whether absolute, accrued, contingent, or otherwise
and whether due or to become due.
3.06. LITIGATION. There is no litigation, proceeding or investigation
pending or to the knowledge of the Company, threatened against the Company
affecting any of its properties or assets, or, to the knowledge of the Company,
against any officer, director, or stockholder of the Company that might result,
either in any case or in the aggregate, in any material adverse change in the
business, operations, affairs or condition of the Company or any of its
properties or assets, or that might call into question the validity of this
Agreement, or any action taken or to be taken pursuant hereto.
3.07. TITLE TO ASSETS. The Company has good and marketable title to all
of its assets and properties now carried on its books including those reflected
in the balance sheet contained in the Company's financial statements, free and
clear of all liens, claims, charges, security interests or other encumbrances,
except as described in the balance sheet included in the Company s financial
statements or on any Exhibits attached hereto.
3.08. CONTRACTS AND UNDERTAKINGS Exhibit 3.08 attached hereto contains
a list of all contracts, agreements, leases, licenses, arrangements, commitments
and other undertakings to which the Company is a party or by which it or its
property is bound. Each of said contracts, agreements, leases, licenses,
arrangements, commitments and undertakings is valid, binding and in full force
and effect. The Company is not in material default, or alleged to be in material
default, under any contract, agreement, lease, license, commitment, instrument
or obligation and, to the knowledge of the Company, no other party to any
contract, agreement, lease, license, commitment, instrument or obligation to
which the Company is a party is in default thereunder nor, to the knowledge of
the Company, does there exist any condition or event which, after notice or
lapse of time or both, would constitute a default by any party to any such
contract, agreement, lease, license, commitment, instrument or obligation.
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3.09. UNDERLYING DOCUMENTS. Copies of all documents described in any
Exhibit attached hereto (or a summary of any such contract, agreement or
commitment, if oral) have been made available to ACC and are complete and
correct and include all amendments, supplements or modifications thereto.
3.10. TRANSACTIONS WITH AFFILIATES, DIRECTORS AND SHAREHOLDERS. Except
as set forth in Exhibit 3.10 hereto, there are and have been no contracts,
agreements, arrangements or other transactions between the Company, and any
officer, director, or 5% stockholder of the Company, or any corporation or other
entity controlled by any such officer, director or 5% stockholder, a member of
any such officer, director or 5% stockholder's family, or any affiliate of any
such officer, director or 5% stockholder.
3.11. NO CONFLICT. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the Certificate of Incorporation or Bylaws of the Company, or any agreement,
contract or instrument to which the Company is a party or by which it or any of
its assets are bound.
3.12. DISCLOSURE. To the actual knowledge of the Company, neither this
Agreement nor any other agreement, document, certificate or written, or oral
statement furnished to ACC and the Shareholders by or on behalf of the Company
in connection with the transactions contemplated hereby, contains any untrue
statement of a material fact or when taken as a whole omits to state a material
fact necessary in order to make the statements contained herein or therein not
misleading.
3.13. LIABILITIES AT CLOSING. At Closing Company shall have no
significant assets and no liabilities, and the outstanding note receivables from
shareholders shall be forgiven.
3.14. ABSENCE OF MATERIAL CHANGES. Since June 30, 1997, except as
described in any Exhibit hereto or as required or permitted under this
Agreement, there has not been:
3.14(a). any material change in the condition (financial or
otherwise) of the properties, assets, liabilities or business of
Company, except changes in the ordinary course of business which,
individually and in the aggregate, have not been materially adverse.
3.14(b). any redemption, purchase or other acquisition of any
shares of the capital stock of Company, or any issuance of any shares of
capital stock or the granting, issuance or exercise of any rights,
warrants, options or commitments by ACC relating to their authorized or
issued capital stock.
3.14(c). any amendment to the Articles of Incorporation of
Company.
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IV. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
All representations, warranties and covenants of the Company and ACC
contained herein shall survive the consummation of the transactions contemplated
herein and remain in full force and effect.
V. CONDITIONS TO CLOSING
5.01. CONDITIONS TO OBLIGATION OF ACC. The obligations of ACC under this
Agreement shall be subject to each of the following conditions:
5.01(a). The representations and warranties of Company herein
contained shall be true in all material respects at the Closing with the
same effect as though made at such time. Company shall have performed in
all material respects all obligations and complied in all material
respects, to its actual knowledge, with all covenants and conditions
required by this Agreement to be performed or complied with by it at or
prior to the Closing.
5.01(b). No injunction or restraining order shall be in effect,
and no action or proceeding shall have been instituted and, at what
would otherwise have been the Closing, remain pending before a court to
restrain or prohibit the transactions contemplated by this Agreement.
5.01(c). All statutory requirements for the valid consummation
by Company of the transactions contemplated by this Agreement shall have
been fulfilled. All authorizations, consents and approvals of all
governments and other persons required to be obtained in order to permit
consummation by Company of the transactions contemplated by this
Agreement shall have been obtained.
5.02. CONDITIONS TO OBLIGATIONS OF COMPANY. The obligation of Company
under this Agreement shall be subject to the following conditions:
5.02(a). The representations and warranties of ACC herein
contained shall be true in all material respects as of the Closing, and
shall have the same effect as though made at the Closing; ACC shall have
performed in all material respects all obligations and complied in all
material respects, to its actual knowledge, with all covenants and
conditions required by this Agreement to be performed or complied with
by it prior to the Closing.
5.02(b). No injunction or restraining order shall be in effect
prohibiting this Agreement, and no action or proceeding shall have been
instituted and, at what would otherwise have been the Closing, remain
pending before the court to restrain or prohibit the transactions
contemplated by this Agreement.
5.02(c). All statutory requirements for the valid consummation by
ACC of the transactions contemplated by this Agreement shall have been
fulfilled. All authorizations, consents and approvals of all governments
and other persons required to be obtained in order to permit
consummation by ACC of the transactions contemplated by this Agreement
shall have been obtained.
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VI. CERTAIN AGREEMENTS
6.01. REGISTRATION RIGHTS. The shares issuable upon exercise of the
option to The Xxxxxxxxx Group shall be issuable pursuant to Section 701 of the
Securities Act of 1933 and the Company shall file an S-8 Registration Statement
within six months of the Closing covering such shares.
6.02. FORWARD STOCK SPLIT. Immediately prior to Closing the Company
shall effect a 1.3 for 1 forward stock split, resulting in approximately 800,000
Shares outstanding.
6.03. REPORTING REQUIREMENTS. The Company will become a reporting issuer
under Section 13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") as soon as practicable. The Company shall file all reports
required by Section 13 of the Securities Exchange Act of 1934 and shall maintain
its books and records in accordance with Sections 12 and 13 thereof. The parties
agree that the failure of the Company to make such filings with the Securities
and Exchange Commission or to so maintain its books and records shall constitute
a material breach of this Agreement.
VII. MISCELLANEOUS
7.01. FINDER'S FEES, INVESTMENT BANKING FEES. Neither ACC nor the
Company have retained or used the services of any person, firm or corporation in
such manner as to require the payment of any compensation as a finder or a
broker in connection with the transactions contemplated herein.
7.02. TAX TREATMENT. The transaction contemplated hereby is intended to
qualify as a so-called "tax-free" reorganization under the provisions of Section
368 of the Internal Revenue Code. The Company and ACC acknowledge, however, that
they each have been represented by their own tax advisors in connection with
this transaction; that neither has made any representation or warranty to the
other with respect to the treatment of such transaction or the effect thereof
under applicable tax laws, regulations, or interpretations; and that no
attorney's opinion or private revenue ruling has been obtained with respect to
the effects thereof under the Internal Revenue Code of 1986, as amended.
7.03. FURTHER ASSURANCES. From time to time, at the other party's
request and without further consideration, each of the parties will execute and
deliver to the others such documents and take such action as the other party may
reasonably request in order to consummate more effectively the transactions
contemplated hereby.
7.04. PARTIES IN INTEREST. Except as otherwise expressly provided
herein, all the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective heirs,
beneficiaries, personal and legal representatives, successors and assigns of the
parties hereto.
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7.05. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including the
Schedules, Exhibits and other documents and writings referred to herein or
delivered pursuant hereto, which form a part hereof, contains the entire
understanding of the parties with respect to its subject matter. There are no
restrictions, agreements, promises, warranties, covenants or undertakings other
than those expressly set forth herein or therein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Agreement may be amended only by a written instrument duly
executed by the parties or their respective successors or assigns.
7.06. HEADINGS, ETC. The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretations of this Agreement.
7.07. PRONOUNS. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require.
7.08. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
7.09. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of California (excluding conflicts of laws principles) applicable to
contracts to be performed in the State of California.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as the date first above written.
RAINBOW BRIDGE AMERICAN CUSTOM
SERVICES, INC. COMPONENTS, INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx X. Walk
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Name: Xxxx Xxxxxxxx Name: Xxxxxx X. Walk
Title: President Title: President
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SCHEDULE 1
NUMBER OF SHARES NUMBER OF
OF ACC SHARES OF
COMMON STOCK COMPANY
NAMES OF OWNED AND COMMON STOCK
SHAREHOLDERS TO BE DELIVERED TO BE RECEIVED
-------------- --------------- --------------
Xxxx Xxxxxxxxxx 5,695 5,695,000
Xxxx Xxxxxx 90 90,000
Xxxxx Xxxxx 90 90,000
Xxxx Xxxxxx 325 325,000
Xxxxxx X. Walk 1,000 1,000,000
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ACC EXHIBIT 2.02(B)
OPTIONS AND WARRANTS
Xxxxxxx Xxxxxxxxx has an option to purchase 5% of ACC for $.01 per share,
with anti-dilution rights.
The Xxxxxxxxx Group has an option to purchase 7% of ACC for $.01 per
share, with anti-dilution rights.
Xxxxxxx Xxxxx has an option to purchase 3% of ACC for $.01 per share,
which option is assignable to Mr. Walk, with anti-dilution rights.
Each of these person has agreed that their anti-dilution rights are only
effective up to the first 10 million in outstanding shares, and the Company has
agreed to fix the number of options converted into a number based on 10 million
outstanding.
COMPANY EXHIBIT 3.08
CONTRACTS
The company has a contract with Alpha Tech Stock Transfer, as transfer agent.
The transfer agent is entitled to charge for services, such as file maintenance,
mailings, copies of shareholder lists, etc.
ACC EXHIBIT 2.03
None
ACC EXHIBIT 2.05
UNDISCLOSED LIABILITIES
None
ACC EXHIBIT 2.07
LITIGATION
None
ACC EXHIBIT 2.08
TITLE TO ASSETS
None
ACC EXHIBIT 2.09
INTERESTED TRANSACTIONS
None
COMPANY EXHIBIT 3.05
UNDISCLOSED LIABILITIES
None
COMPANY EXHIBIT 3.10
INTERESTED TRANSACTIONS
LETTER OF INTENT
This of Intent ("LOI") is dated August ____, 1997 between
American Custom Components, a California corporation ("ACC") and Rainbow
Bridge Services, Inc., a Nevada corporation (the "Company"), with
respect to the acquisition of all of the outstanding shares of ACC by
the Company (the "Acquisition").
1. ACQUISITION The Company will acquire all of the outstanding
shares of capital stock of ACC in exchange for a total of 7,500,000
shares of Company common stock. There are currently authorized
25,000,000 shares of Company Common Stock, of which approximately
800,000 shares of Common Stock will be outstanding after giving effect
to a forward stock split. In addition, in connection with the
Acquisition the Company shall issue 500,000 shares to Xxxxx Xxxxxxxxxx
and will issue options to purchase 700,000 shares at $.01 per share to
The Xxxxxxxxx Group.
2. TERMS AND CONDITIONS OF THE ACQUISITION. The Acquisition is
subject to the following terms and conditions:
a. ACC and Company shall have received all permits,
authorizations, regulatory approvals and third party consents
necessary, and all applicable legal requirements shall have been
satisfied.
b. A definitive agreement satisfactory to ACC and
Company shall be executed as soon as practicable, and shall
contain terms, conditions, representations, warranties and
covenants normal and appropriate for a transaction of the type
contemplated, including, without limitation, those summarized in
this LOI. Representations and warranties will survive
consummation of the transaction, unless otherwise agreed to in
the definitive agreement. The definite agreement will be
prepared immediately and will be executed by August 31, 1997.
c. Pending the closing, each party and their agents,
attorneys and representatives shall have full and free access to
the properties, books and records or the other party (the
confidentiality of which the party to whom disclosed agree to
retain) for purposes of conducting investigations with copies of
articles of incorporation, bylaws, minute book, business plans
and shareholder list and other documents requested of each of
ACC and Company.
d. The substance of any public announcement with respect
to the Acquisition, other than notices required by law, shall be
approved in advance by all parties.
e. Concurrently with the closing of the Acquisition, the
Company will change its name to one chosen by ACC management.
Company represents that its shareholders have already approved a
name change.
f. Concurrently with the closing of the Acquisition, the
Company Board of Directors will be reconstituted to be
comprised of persons nominated by the management of ACC.
g. Pending the closing of the Acquisition, ACC shall
refrain from any discussions with other parties regarding the
sale of ACC shares or assets.
3. BROKERS. There are no brokers or finders involved with this
transaction.
4. EXPENSES. In the event of the termination of the Acquisition,
including, upon the failure of the parties to execute a definite
agreement by August 31, 1997, ACC and Company will each bear their
respective costs and none of the parties shall have liability to any
other party for any expense of any other party.
5. CONDUCT OF BUSINESS OF ACC AND COMPANY PENDING CLOSING.
Until consummation or termination of the Acquisition, ACC and the
Company will conduct business only in the ordinary course and none of
the assets of ACC or Company shall be sold or disposed of except in
the ordinary course of business.
6. NON-ENFORCEABLE AGREEMENT; COMPLIANCE WITH APPLICABLE LAWS.
This LOI (except for Sections 2.c., 2.d, 2.g and 5) shall not
constitute an enforceable agreement between the parties until such
time as the definitive agreement is executed by the parties. All
matters referred to in this LOI are conditioned upon compliance with
federal and state securities laws and other applicable laws.
7. COUNTERPARTS. This LOI may be executed in any number of
counterparts and each such counterpart shall be deemed to be an
original instrument, all of such counterparts together shall
constitute but one agreement.
The undersigned concur with the matters set forth in the
foregoing LOI.
AMERICAN CUSTOM COMPONENTS
By: /s/signature
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RAINBOW BRIDGE SERVICES. INC.
By:
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