Exhibit 10.4
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("Agreement") shall be deemed
EFFECTIVE as of the 1st day of June, 2003 (the "Effective Date") by and among
NANOBAC PHARMACEUTICALS INCORPORATED ("Buyer"), a Florida corporation, formerly
known as "AMERICAN ENTERPRISE CORPORATION"; NANOBACLABS PHARMACEUTICAL, INC.
("Nanobac"), a Delaware corporation; and each other person who now or at any
time hereafter has executed a signature page to this Agreement (each being
individually referred to as a "Seller," and any two or more being together
referred to as "Sellers"), each of which is a Nanobac Shareholder (as defined
below). Buyer, Nanobac, and each Seller may be referred to herein as a "Party"
and any two or more of them may be together referred to herein as "Parties." The
fact that a Nanobac Shareholder has not executed the signature page attached for
such Nanobac Shareholder shall not affect the validity, binding effect and
enforceability as to any Nanobac Shareholder who has executed a signature page,
and this Agreement shall be binding upon and enforceable against each Nanobac
Shareholder who has signed a signature page regardless of whether or how many
other Nanobac Shareholders have or have not executed signature pages to this
Agreement.
Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows.
1. Overview.
1.1. Background. The only class or series of capital stock of Nanobac of
which there are shares outstanding consists of shares of Nanobac's Common
Stock, $.0001 par value per share ("Nanobac Shares"). The persons named on
Schedule A (the "Nanobac Shareholders") collectively own all currently
issued and outstanding Nanobac Shares. Buyer desires to acquire all Nanobac
Shares now or hereafter owned by any Seller during the term of this
Agreement, and Sellers desire to exchange their Nanobac Shares for shares
of Buyer's Common Stock, $.001 par value per share ("Buyer Shares").
1.2. Consideration. Each Seller will exchange such Seller's Nanobac Shares
solely for Buyer Shares, and will receive no consideration other than Buyer
Shares, in exchange for such Nanobac Shares.
IT IS UNDERSTOOD THAT ALL BUYER SHARES OFFERED TO SELLERS PURSUANT THIS
AGREEMENT ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AND THAT
ONLY UN-REGISTERED SHARES ARE BEING OFFERED BY BUYER TO SELLERS UNDER THIS
AGREEMENT.
1.3. Reorganization. The transactions contemplated by this Agreement, as a
whole (the "Reorganization"), will result in the acquisition by Buyer, in
exchange solely for a part of its voting stock, of all or substantially all
of the stock of Nanobac; and, immediately after such acquisition. Buyer
shall have control (within the meaning of Section 368(c) of the Internal
Revenue Code of 1986, as amended (the "Code")) of Nanobac. Accordingly, the
Reorganization is intended to qualify as a reorganization within the
meaning of Section 368(a)(l)(B) of the Code. It is noted, however, that
neither Buyer nor Nanobac makes any representation as to the tax treatment,
consequences or implications of the transactions contemplated hereby, their
respective legal counsels express no opinion on such matter, and no
determination or advice on such matter has been or is being obtained or
requested of the Internal Revenue Service. Further, no obligation of any
Party is conditioned upon any of the foregoing. The treatment of the
Reorganization for tax purposes is solely the responsibility of each
affected Party.
1.4. Exchanges Prior to Execution. It is acknowledged that one or more
exchanges of shares, as described in and contemplated by this Agreement,
occurred on or after the Effective Date but prior to the time the agreement
of Seller and Buyer with respect thereto was memorialized by the execution
of this Agreement. Any such exchange shall be deemed to have been and shall
be treated by the Parties as made on terms described in and pursuant to,
and shall be subject to, this Agreement. All such prior exchanges, and all
such exchanges yet to be made, are pursuant to and part of a single
preconceived ,plan of Buyer to acquire all or substantially all Nanobac
Shares over a relatively short period of time.
1.5. Rescission of Letter of Intent. Nanobac, Buyer and one or more of
Nanobac's principal shareholders (as of prior to the Effective Date)
previously entered into one or more written and/or oral understandings,
including but not limited to a letter of intent dated on or about May 29,
2003 (all such understandings being collectively referred to as the "Letter
of Intent"). The Parties acknowledge and agree, however, that this
Agreement, and not the Letter of Intent, accurately reflects the ultimate
agreement of the Parties. The Letter of Intent has been rescinded and is of
no force or effect whatsoever.
1.6. Term and Termination. This Agreement shall be in effect from the
Effective Date to and including May 31, 2004, whereupon this Agreement
shall automatically terminate. This Agreement shall not apply to any
Nanobac Shares or any exchange of shares after such date.
2. Exchange of Stock.
2.1. No Scheduled Closing; Immediate Exchange. There shall be no scheduled
closing for any exchange under this Agreement. Rather, promptly upon any
Seller becoming a party to this Agreement, such Seller shall sell, assign,
transfer and deliver, to Buyer, a certificate or certificates representing
all Nanobac Shares then owned by Seller, in each case endorsed in blank or
accompanied by one or more separate assignments (commonly known as "stock
powers") executed in blank. For, in consideration of, and with respect to
each such Nanobac Share, Buyer shall then promptly issue and deliver, to
such Seller, four Buyer Shares.
2.2. Future Acquired Nanobac Shares. This Agreement shall apply to any and
all Nanobac Shares as may be hereafter acquired by any Seller. Accordingly,
if at any time or from time to time any Seller should acquire or become the
owner of any Nanobac
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 2
Shares not already subject to Section 2.1, then such Seller thereupon shall
promptly sell, assign, transfer and deliver, to Buyer, a certificate or
certificates representing such Nanobac Shares, in each case endorsed in
blank or accompanied by one or more separate assignments ("stock powers")
executed in blank. For, in consideration of, and with respect to each such
Nanobac Share, Buyer shall then promptly issue and deliver, to such Seller,
four Buyer Shares.
2.3. Further Assurances. At the time of each exchange of shares pursuant to
this Agreement ("Exchange") and from time to time thereafter, each Seller
shall execute such additional instruments and take such other actions as
Buyer may reasonably request in order more effectively to sell, transfer
and assign such Seller's Nanobac Shares to Buyer and confirm Buyer's title
thereto.
2.4. Changes in Buyer's Capitalization. If between the date of this
Agreement and any Exchange, the outstanding Buyer Shares are increased,
decreased, changed into, or exchanged for a different number or kind of
shares of securities of Buyer through reorganization, reclassification,
stock dividend, stock split, reverse stock split, or similar change in
Buyer's capitalization, Buyer will issue and deliver to Sellers, with
respect to any Exchange occurring thereafter, in addition to or in lieu of
Buyer Shares referred to above, voting stock of Buyer in equitably adjusted
amounts. In the event of any such change in Buyer's capitalization, all
references to Buyer Shares herein shall refer to the number and
classification of shares so adjusted.
3. Representations and Warranties of Sellers.
Each Seller represents and warrants to Buyer the following, effective in
each case as of the time such Seller becomes a Party and also at the time of
each Exchange with respect to any Nanobac Shares of such Seller:
3.1. Ownership of Shares. Such Seller owns the number of Nanobac Shares
indicated on Schedule A, that such Nanobac Shares have been validly issued
and are fully paid and are nonassessable; and that such Nanobac Shares are
owned by such Seller free and clear of any and all liens, security
interests, claims, liens, encumbrances, restrictions, equities and charges
whatsoever.
3.2. Restrictions on Stock. Such Seller is not a party to any agreement,
written or oral, creating rights in respect of any Nanobac Shares in any
third person or relating to the voting of any Nanobac Shares.
3.3. Nanobac Options and Other Securities. Except as indicated on Schedule
A, Seller does not own or have any interest in, and Seller does not know of
any ownership or interest of any other person in, any stock, shares,
warrants, options, stock purchase agreements, redemption agreements,
restrictions of any nature, calls or rights to subscribe of any character
relating to Nanobac Shares or any other securities of Nanobac.
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 3
3.4. Organization; Authority Relative to this Agreement. If such Seller is
a corporation, partnership or other entity, then such Seller is duly
organized, validly existing and in good standing as such under the laws of
its jurisdiction of organization, and such Seller has the power and
authority to enter into and perform its obligations under this Agreement.
The execution of this Agreement and the delivery of this Agreement by such
Seller has been duly authorized, this Agreement has been duly and validly
executed by Seller, and no further other action is necessary to make this
Agreement valid and binding upon Seller and enforceable against Seller in
accordance with the terms hereof or to carry out the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement by Seller will not (1) constitute a breach or a violation of (if
applicable) any organizational document of Seller, or of any law, rule or
regulation, agreement, indenture, deed of trust, mortgage loan agreement or
other instrument to which such Seller is a party or by which Seller is
bound; (2) constitute a violation of any order, judgment or decree to which
such Seller is a party or by which any of the assets or properties of such
Seller are bound or affected; or (3) result in the creation of any lien,
charge or encumbrance upon any of the assets or properties of such Seller.
3.5. Securities Law Matters - Disclosure; Accredited Investor;
Sophistication; Disclosure; Transfer Restrictions; Etc.
3.5.1. Such Seller, without regard to any advice provided by any
investment or other advisor, has the requisite knowledge and
experience in financial and business matters to have enabled such
Seller to evaluate the merits and risks of the investment decision
contemplated by this Agreement.
3.5.2. Such Seller is familiar with Buyer's and Nanobac's respective
industries and considers himself/herself to be a sophisticated
investor with respect to such industries.
3.5.3. Such Seller acknowledges receipt of all of the information
concerning Buyer and Nanobac which such Seller considers to be
material in making the investment decision contemplated by this
Agreement. Such Seller has had full access to personnel and the books
and records of Buyer and Nanobac for the purpose of obtaining and
verifying such information. Such Seller has had a full and fair
opportunity to meet with officers, directors and other representatives
of Nanobac and Buyer and to ask questions and receive answers
regarding the business of Nanobac and Buyer and their respective
financial condition, results of operations, historical financial
statements, prospects, risk factors, contingencies and uncertainties
and any other matters of concern to such Seller or as such Seller has
felt necessary or appropriate to assist in an evaluation of the merits
and risks of the investment contemplated by this Agreement. All
material documents and information pertaining to Nanobac and Buyer and
the investment therein as may have been requested were made available
to such Seller. In particular, such Seller has been furnished with or
obtained copies of Buyer's recent filings with the United States
Securities and Exchange Commission ("SEC"), and information
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 4
provided to such Seller as an investor in Nanobac, and has read and
understands the information in such materials.
3.5.4. No representations or warranties, oral or otherwise, have been
made to such Seller, including, without limitation, any
representations concerning the future prospects of Buyer, by any
person whether or not associated with this transaction. In entering
into this transaction, such Seller is not relying upon any
information, other than the information received from Buyer and
Nanobac, and the results of such Seller's own independent
investigation. Such Seller has obtained sufficient information to
evaluate the merits and risks of this investment and to make an
informed investment decision.
3.5.5. Such Seller understands that, because Buyer Shares received by
such Seller will constitute "restricted securities" under federal and
state securities laws insofar as they have not been registered under
applicable securities laws, they may not be resold or transferred
without compliance with the registration or qualification provisions
of applicable federal and state securities laws or the availability of
an exemption from such registration and qualification requirements.
Such Seller has consulted with his or her own legal counsel regarding
to the restrictions on resale imposed by federal and applicable state
securities laws on restricted securities. Such Seller is entering into
the transaction contemplated hereby and acquiring Buyer Shares for
investment purposes only, and not for resale or subsequent
distribution, and is not participating in any distribution to the
public of Buyer Shares. Such Seller understands that each certificate
representing Buyer Shares will bear an appropriate legend reflecting
such transfer restrictions.
3.5.6. Such Seller meets at least one of the suitability standards
described below:
o If such Seller is an individual, such Seller alone, or such
Seller with his or her spouse, has a net worth (i.e., total
assets in excess of total liabilities) of at least $1,000,000; or
o If such Seller is an individual, such Seller, individually
(without such Seller's spouse), has had during each of the last
two years, and such Seller reasonably anticipate that such Seller
will have during the present and the next year, an individual
income in excess of $200,000; or
o If such Seller is an individual, such Seller and such Seller's
spouse, together, have had during each of the last two years, and
reasonably anticipate that they will have during the present and
the next year, a joint income in excess of $300,000; or
o Such Seller is an executive officer or director of Buyer; or
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 5
o If such Seller is an institutional investor, such Seller
satisfies one or more of the requirements of Sections
501(a)(l),(2),(3) or (8) of SEC Regulation D; or
o If such Seller is a trust, such Seller have total assets in
excess of $5,000,000 and this purchase is being directed by a
person who has such knowledge and experience in financial and
business matters that such person is capable of evaluating the
merits and risks of an investment in Buyer Shares; or
o If such Seller is a corporation or a partnership, each of such
Sellers equity owners is an Accredited Investor pursuant to one
of the prior tests.
3.6. Loss of Investment. Such Seller understands an investment in Buyer
Shares involves substantial risks. Such Seller is able to bear the economic
risk of such investment and could afford the complete loss of such
investment and, if such Seller is an individual, without impairing such
Seller's ability to provide for such Seller and such Seller's family in the
same manner as at the present time.
3.7. Tax Advice. Such Seller has consulted such Seller's own tax advisor to
determine the particular federal, state and local tax consequences that may
result from consummating an Exchange as contemplated hereby.
3.8. Continuity of Business Enterprise. It is the present intention of
Buyer to continue at least one significant historic business line of
Nanobac, or to use at least a significant portion of Nanobac's historic
business assets in a business, in each case within the meaning of Reg.
Section 1.368-l(d).
3.9. Disclosure. No representation or warranty made by such Seller in this
Agreement contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements contained herein not
misleading.
4. Representations and Warranties of Buyer.
Buyer represents and warrants to each Seller the following, effective in
each case as of the time such Seller becomes a Party and also at the time of
each Exchange with respect to any Nanobac Shares of such Seller:
4.1. Organization and Standing. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Florida and has the corporate power and authority to carry on its business
as it is now being conducted.
4.2. Capitalization; Buyer Shares. The entire authorized capital stock of
Buyer consists of 100,000,000 Buyer Shares, of which 37,650,395 Buyer
Shares are duly authorized, issued, unregistered and outstanding, and
62,349,605 Buyer Shares are duly authorized but un-issued. All Buyer Shares
to be issued pursuant to this Agreement have been duly authorized and, upon
execution and delivery of certificates therefor to
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 6
Sellers as contemplated by this Agreement, will be validly issued, fully
paid and nonassessable shares of the Common Stock, $.001 par value per
share, of Buyer.
4.3. Authority Relative to this Agreement.
4.3.1. The execution of this Agreement and the delivery of this
Agreement by Buyer have been duly authorized by Buyer, this Agreement
has been duly and validly executed by Buyer, and no further corporate
or other action is necessary on its part to make this Agreement valid
and binding upon Buyer and enforceable against Buyer in accordance
with the terms hereof or to carry out the transactions contemplated
hereby.
4.3.2. The execution, delivery and performance of this Agreement by
Buyer will not (1) constitute a breach or a violation of the Articles
of Incorporation or by-laws of Buyer or of any law, rule or
regulation, agreement, indenture, deed of trust, mortgage loan
agreement or other instrument to which Buyer is a party or by which it
is bound; (2) constitute a violation of any order, judgment or decree
to which Buyer is a party or by which any of the assets or properties
of Buyer are bound or affected; or (3) result in the creation of any
lien, charge or encumbrance upon any of the assets or properties of
Buyer.
4.3.3. No consent, approval or authorization is required to be
obtained by Buyer in connection with the execution or delivery of this
Agreement by Buyer or the consummation by Buyer of the transactions
contemplated hereby except as has been or will have been timely
obtained prior to Closing.
4.4. SEC Filings. Each report filed by Buyer during the current calendar
year with the SEC, when filed, (i) complied with applicable law in all
material respects, and (ii) did not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements made therein, in light of the circumstances under which they
were made, not misleading.
4.5. Litigation. No proceeding affecting Buyer's ability to consummate the
Reorganization has been asserted or threatened by any person or is pending
before any court, mediator, arbitrator, or governmental authority.
4.6. Compliance with Law. This Agreement complies in all respects with the
laws of the states of domicile and principal places of business of Buyer.
4.7. Disclosure. No representation or warranty made by Buyer in this
Agreement contains or will contain at the Closing any untrue statement of a
material fact or omits or will omit to state a material fact necessary to
make the statements contained herein or therein not misleading.
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 7
5. Matters Prior or Subsequent to Closing.
Except as specifically stated otherwise in this Agreement, there are no
matters contemplated to be carried out between any Parties prior to or after any
Exchange.
6. Conditions to the Obligations of the Parties.
Each Party has conducted all investigations of all matters important to it
prior to entering into this Agreement. Accordingly, the obligations of the
Parties under this Agreement are not subject to or conditioned upon any matter,
occurrence or circumstance.
7. General.
7.1. No Brokers. Each Party hereby represents and warrants, each to the
others, that it has not utilized the services of any finder, broker or
agent in connection with the transactions contemplated hereby, and each
agrees to indemnify each other Party against and hold each such Party
harmless from any and all liabilities to any person, firm or corporation,
claiming any broker's or finder's fee or commission of any kind on account
of services rendered on behalf of such Party in connection with the
transactions contemplated by this Agreement.
7.2. Survival of Representations, Warranties, Etc. Each Party covenants and
agrees that its representations, warranties, covenants, statements and
agreements contained in this Agreement shall survive the completion of the
Reorganization.
7.3. Waivers. No action taken pursuant to this Agreement, including any
investigation by or on behalf of any Party, shall be deemed to constitute a
waiver by the Party taking such action of compliance with any
representation, warranty, covenant or agreement contained in this
Agreement. The waiver by any Party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach.
7.4. Remedies. Each Party acknowledges that the performance of such Party's
respective obligations hereunder is essential to the consummation of the
transactions contemplated by this Agreement. Each of them further
acknowledges that the Nanobac Shares are unique and that no Party will have
an adequate remedy at law if any other Party fails to perform its or his
obligations hereunder. In such event, each Party shall have the right, in
addition to any other rights it may have, to compel specific performance of
this Agreement.
7.5. Expenses. Each Party shall pay its own expenses in connection with
this Agreement and the transactions contemplated hereby, including the fees
and expenses of its counsel and its certified public accountants and other
experts. Cash expenses of Sellers incurred in connection with the execution
of this Agreement and the consummation of the transactions contemplated
hereby are to be liabilities borne by Sellers individually and will not be
paid by Nanobac or assumed by Buyer pursuant to this Agreement.
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 8
7.6. Entire Agreement; Amendment. This Agreement (including the Exhibits
hereto) constitutes the entire agreement, and supersedes all prior
agreements and understandings, oral and written, among the Parties with
respect to the subject matter hereof. This Agreement may be amended only by
written agreement executed by all of the Parties.
7.7. Assignability. This Agreement shall not be assignable by any Party
without the prior written consent of all other Parties.
7.8. Further Assurances. Each Party shall execute and deliver, or cause to
be executed and delivered, such additional or further transfers,
assignments, endorsements or other instruments as any other Party or its
counsel may reasonably requests for the purpose of carrying out the
transactions contemplated by this Agreement.
7.9. Counterparts. This Agreement may be executed 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.
7.10. Section and Other Headings. The section and other headings contained
in this Agreement are for purposes of reference only and shall not affect
the meaning or interpretation of this Agreement.
7.11. Governing Law. The validity, construction and enforcement of, and the
remedies under, this Agreement shall be governed in accordance with the
laws of the State of Florida (except that if any choice of law provision
under Florida law would result in the application of the law of a state or
jurisdiction other than the State of Florida, such provision shall not
apply).
IN WITNESS WHEREOF, this Agreement has been signed by each of the
individual Parties hereto and signed by an officer thereunto duly authorized and
attested under the corporate seal by the Secretary or Assistant Secretary of
each of the corporate Parties hereto, in each case as of the respective dates
indicated by each signature below.
[Remainder of this page intentionally left blank. Signatures appear following
Schedule A.]
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 9
Schedule A
to
Agreement and Plan of Reorganization
Name of Investor Number of Common Shares Options
----------------- ----------------------- -------
Xxxx X. Xxxx 3,660,000.00
Xxxxx X. Xxxxxxxxx-Xxxx 2,340,000.00
Xxxx X. Xxxxxx, Xx. 450000.00
E. Xxxxx Xxxxxxxx 150000.00
Xxxxxxxx Xxxxxxxxxx 100000.00
Xxxxxxx X. Xxxxxxxxx 40000.00
J. Xxxxxxx Xxxxxx 40000.00
Xxxxxx X. Xxxxxx 40000.00
Xxxxx X. Xxxxxx 40000.00
Xxxxxxx Xxxxxx / Xxxxx Xxx - j/t 50,000.00
Xxxxx & Xxxxxxx Xxxxxx, joint tenants 50,000.00
With rights of survivorship
Xxxxxx X. Xxxxx & Xxxxxxxxx X. Xxxxx, 50,000.00
Joint tenants with rights of Survivorship
Xxxxx & Xxxxxxx Xxxxxxx 50,000.00
Xxxxxxx X. Xxxxxxx 50,000.00
Comfort Scan, Inc. 52,000.00
Xxxxx Xxxxx, as Trustee of the 200,000.00
Xxxxx Xxxxx Trust
Xxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxx, 50,000.00
Tenants in Common
Xxxxxx X. XxXxxxxxxx, as Trustee of the 100,000.00
Xxxxxx X. XxXxxxxxxx Trust UID,
Dated June 2, 1989
Xxxxx X. Xxxxxx 82,500.00
Xxxxxx Xxxxxxx and Xxx Xxxxxxx, joint 55,000.00
Tenants with rights of survivorship
CCOS Florida Limited LLLP 110,000.00 125,000.00
J. Xxxxxx Xxxxxx, Inc. 330,000.00 375,000.00
---------- ----------
Totals 8,089,500.00 500,000.00
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 10
Signature Page to Agreement and Plan of Reorganization Effective as June 1,
2003:
NANOBAC PHARMACEUTICALS INCORPORATED ("Buyer"),
a Florida corporation formerly known as
"AMERICAN ENTERPRISE CORPORATION"
/s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
Date Signed: July 11, 2003
NANOBACLABS PHARMACEUTICAL, INC. ("Nanobac")
/s/ Xxxx Xxxxxx, Xx.
Name: Xxxx Xxxxxx, Xx.
Title: President / CEO
Date Signed: July 11, 2003
[Remainder of this page intentionally left blank. Signatures of Sellers follow
on separate pages.]
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 11
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxx X. Xxxx
Seller's Name: Xxxx X. Xxxx
Date Signed: June 1, 2003
------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 12
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxx X. Xxxxxxxxx-Xxxx
Seller's Name: Xxxxx X. Xxxxxxxxx-Xxxx
Date Signed: June 1, 2003
------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 13
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxx X. Xxxxxx, Xx.
Seller's Name: Xxxx X. Xxxxxx, Xx.
Date Signed: June 16, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 14
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ E. Xxxxx Xxxxxxxx
Seller's Name: E. Xxxxx Xxxxxxxx
Date Signed: July 18, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 15
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxxxxx Xxxxxxxxxx
Seller's Name: Xxxxxxxx Xxxxxxxxxx
Date Signed: July 29, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 16
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxxxx X. Xxxxxxxxx
Seller's Name: Xxxxxxx X. Xxxxxxxxx
Date Signed: July 17, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 17
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ J. Xxxxxxx Xxxxxx
Seller's Name: J. Xxxxxxx Xxxxxx
Date Signed: July 15, 2003
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 18
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxxx X. Xxxxxx
Seller's Name: Xxxxxx X. Xxxxxx
Date Signed: July 22, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 19
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxx X. Xxxxxx
Seller's Name: Xxxxx X. Xxxxxx
Date Signed: July 21, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 20
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxxxx Xxxxxx
Seller's Name: Xxxxxxx Xxxxxx
Date Signed: July 25, 2003
-------------
/s/ Xxxxx Xxx
Seller's Name: Xxxxx Xxx
Date Signed: July 23, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 21
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxx Xxxxxx
Seller's Name: Xxxxx Xxxxxx
Date Signed: July 18, 2003
-------------
/s/ Xxxxxxx Xxxxxx
Seller's Name: Xxxxxxx Xxxxxx
Date Signed: July 18, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 22
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxxx X. Xxxxx
Seller's Name: Xxxxxx X. Xxxxx
Date Signed: July 23, 2003
-------------
/s/ Xxxxxxxxx X. Xxxxx
Seller's Name: Xxxxxxxxx X. Xxxxx
Date Signed: July 23, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 23
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxx Xxxxxxx
Seller's Name: Xxxxx Xxxxxxx
Date Signed: July 18, 2003
-------------
/s/ Xxxxxxx Xxxxxxx
Seller's Name: Xxxxxxx Xxxxxxx
Date Signed: July 17, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 24
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxxxx X. Xxxxxxx
Seller's Name: Xxxxxxx X. Xxxxxxx
Date Signed: July 16, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 25
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxxx Xxxxxxxx
Seller's Name: Comfort Scan, Inc.
Signer's Name: Xxxxxx Xxxxxxxx
Signer's Title: President
Date Signed: July 17, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 26
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxx Xxxxx
Seller's Name: Xxxxx Xxxxx
Date Signed: July 18, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 27
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
NO SIGNATURE
Seller's Name: Xxxxxxxx Xxxxxxxxxx
Date Signed: _______________
/s/ Xxxxxx Xxxxx
Seller's Name: Xxxxxx Xxxxx
Date Signed: (not dated)
-----------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 28
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxxx XxXxxxxxxx
Seller's Name: Xxxxxx XxXxxxxxxx
Date Signed: July 16, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 29
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxx X. Xxxxxx
Seller's Name: Xxxxx X. Xxxxxx
Date Signed: July 21, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 30
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxxx Xxxxxxx
Seller's Name: Xxxxxx Xxxxxxx
Date Signed: July 18, 2003
-------------
/s/ Xxx Xxxxxxx
Seller's Name: Xxx Xxxxxxx
Date Signed: July 18, 2003
-------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 31
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxxx Xxxxxx
Seller's Name: Arries Inc General Partners, CCOS Florida Limited LLLP
(a Florida limited liability limited partnership)
Signer's Name: Xxxxxx Xxxxxx
Signer's Title: Vice President
Date Signed: October 27, 2003
----------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 32
Signature Page to Agreement and Plan of Reorganization
Effective as June 1, 2003:
/s/ Xxxxxx Xxxxxx
Seller's Name: J. Xxxxxx Xxxxxx, Inc.
(a Florida corporation)
Signer's Name: Xxxxxx Xxxxxx
Signer's Title: Vice President
Date Signed: October 27, 2003
----------------
--------------------------------------------------------------------------------
Agreement and Plan of Reorganization Page 33
