STOCK-FOR-STOCK AGREEMENT
REORGANIZATION AGREEMENT between Rhino Enterprises Group, Inc.,
a Nevada corporation (hereinafter referred to as "RHINO"), and
shareholders of Framing Systems, Inc., a Nevada corporation
(hereinafter referred to as "FRAMING").
For the Acquisition by RHINO of all the outstanding stock of
FRAMING, in exchange for stock of RHINO.
AGREEMENT, dated as of this 14th day of May, 1999, between
RHINO and all of the Shareholders of FRAMING (hereinafter
collectively referred to as the "FRAMING Shareholders").
WHEREAS, the FRAMING Shareholders own10,129,000 shares of common
stock, $.001 par value per share, of FRAMING, and which constitutes
all of the outstanding common stock of FRAMING, for a total of
10,129,000 issued and outstanding shares of common stock of
FRAMING.
WHEREAS, the FRAMING Shareholders own and have the right to
sell, transfer and exchange all of the shares for the purchase of
the capital stock of RHINO. RHINO hereby offers 405,160 shares of
its common stock to the FRAMING Shareholders for all of the
outstanding common stock of FRAMING. The FRAMING Shareholders wish
to make said exchange.
WHEREAS, the parties hereto intend that the securities exchange
described herein between RHINO and the Shareholders of FRAMING will
be tax free in accordance with the provisions of Section
368(a)(1)(B) of the Internal Revenue Code.
NOW THEREFORE, in consideration of the premises and of the
mutual covenants hereinafter set forth, the parties hereto have
agreed and by these present do hereby agree as follows:
1. Exchange of Securities. Subject to the terms and conditions
hereinafter set forth, at the time of the closing referred to in
Section 6 hereof (the "Closing Date"), RHINO will issue and
deliver, or cause to be issued and delivered to the FRAMING
Shareholders, in exchange for all of the issued and outstanding
shares of FRAMING, 405,160 shares of its common stock. The shares
of RHINO will be allocated as set forthon thge signature pages
entitled Shareholders of Framing Systems, Inc., attached hereto.
The shares of FRAMING Shareholders will be exchanged for shares in
RHINO on a one for fifty (1 for 25) basis.
2. Representations and Warranties by FRAMING and FRAMING
Shareholders. FRAMING and FRAMING Shareholders each represent and
warrant to RHINO, all of which representations and warranties shall
be true at the time of closing, and shall survive the closing for
a period of six (6) months from the date of closing, except as to
the warranties and representations set forth in subsection (i)
herein, which shall survive for a period of three (3) years from
the date of closing, and those set forth in subsection (l) herein,
which shall survive for a period of six (6) months from the date of
closing, or from the date when the accounts receivable may become
due and payable, whichever shall occur later, that:
(a) FRAMING is a corporation duly organized and validly
existing and in good standing under the laws of the State of Nevada
and has the corporate powers to own its property and carry on its
business as and where it is now being conducted. Copies of the
Certificate of Incorporation and the By-Laws of FRAMING, which have
heretofore been furnished by FRAMING Shareholders to RHINO, are
true and correct copies of said Certificate of Incorporation and
By-Laws including all amendments to the date hereof.
(b) The authorized capital stock of FRAMING consists of
25,000,000 shares of common stock, $.001 par value ("Common Stock
of FRAMING"), of which10,129,000 shares have been validly issued
and are now outstanding.
(c) FRAMING Shareholders have full power to exchange the shares
to purchase the capital stock of RHINO on behalf of themselves upon
the terms provided for in this Agreement, and said shares have been
duly and validly issued and are free and clear of any lien or other
encumbrance.
(d) From the date hereof, and until the date of closing, no
dividends or distributions of capital, surplus, or profits shall be
paid or declared by FRAMING in redemption of their outstanding
shares or otherwise, and except as described herein no additional
shares shall be issued by said corporation.
(e) Since the date hereof, FRAMING has not engaged in any
transaction other than transactions in the normal course of the
operations of their business, except as specifically authorized by
RHINO in writing.
(f) FRAMING is not involved in any pending or threatened
litigation which would materially affect its financial condition
disclosed to RHINO in writing.
(g) FRAMING has and will have on the Closing Date, good and
marketable title to all of its property and assets shown on
Schedule I, attached hereto, free and clear of any and all liens or
encumbrances or restrictions, except as shown on Schedule I,
attached hereto and except for taxes and assessments due and
payable after the Closing Date and easements or minor restrictions
with respect to its property which do not materially affect the
present use of such property.
(h) (1) The inventories of FRAMING as reflected in Schedule I,
furnished by FRAMING Shareholders to RHINO prior to the execution
hereof, are valued at book value.
(2) The inventory of FRAMING listed on the schedule referred to
in (h) (1) above is hereinafter collectively referred to as the
"Inventory." The Inventory is in good and usable condition.
(i) As of the date hereof, there are no accounts receivable of
FRAMING of a material nature, except for those accounts receivable
set forth in Schedule I, attached hereto.
(j) FRAMING does not now have, nor will it have on the Closing
Date, any long-term contracts ("long-term" being defined as more
than one year) except those set forth in Schedule I attached
hereto.
(k) FRAMING does not now have, nor will it have on the Closing
Date any pension plan, profit-sharing plan, or stock purchase plan
for any of its employees except those set forth in Schedule I,
attached hereto and certain options to proposed executive officers.
(l) FRAMING does not now have, nor will it have on the Closing
Date, any known liabilities or contingent liabilities other than
those disclosed in their financial statements dated May 12, 19999
attached hereto as Schedule II except in the ordinary course of
business or in connection with its proposed private offering.
3. Representations and Warranties by RHINO. RHINO represents
and warrants to the FRAMING Shareholders, all of which
representations and warranties shall be true at the time of
closing, and shall survive the closing for a period of six (6)
months from the date of closing, as follows:
(a) RHINO is a corporation duly organized and validly existing
and in good standing under the laws of the State of Nevada and has
the corporate power to own its properties and carry on its business
as now being conducted and has authorized capital stock consisting
of 20,000,000 shares of common stock, $.001 par value per share, of
which there are 1,209,799 shares presently outstanding.
(b) RHINO has the corporate power to execute and perform this
Agreement, and to deliver the stock required to be delivered to
FRAMING Shareholders hereunder.
(c) The execution and delivery of this Agreement, and the
issuance of the stock required to be delivered hereunder have been
duly authorized by all necessary corporate actions, and neither the
execution nor delivery of this Agreement, nor the issuance of the
stock, nor the performance, observance or compliance with the terms
and provisions of this Agreement will violate any provision of law,
any order of any court or other governmental agency, the
Certificate of Incorporation or By-Laws of RHINO or any indenture,
agreement or other instrument to which RHINO is a party, or by
which RHINO is bound, or by which any of its property is bound.
(d) The shares of Common Stock of RHINO deliverable pursuant
hereto will on delivery in accordance with the terms hereof, be
duly authorized, validly issued, and fully paid, and non-
assessable.
4. Conditions to the Obligations of RHINO. The obligations of
RHINO hereunder shall be subject to the conditions that:
(a) RHINO shall not have discovered any material error or
misstatement in any of the representations and warranties by the
FRAMING Shareholders herein, and all the terms and conditions of
this Agreement to be performed and complied with shall have been
performed and complied with.
(b) There shall have been no substantial adverse changes in the
conditions, financial, business otherwise of FRAMING from the date
of this Agreement, and until the date of closing, except for
changes resulting from those operations in the usual and ordinary
course of business, and between such dates the business and assets
of FRAMING shall not have been materially adversely affected as the
result of any fire, explosion, earthquake, flood, accident, strike,
lockout, combination of workmen, taking over of any such assets by
any governmental authorities, riot, activities of armed forces, or
acts of God or of the public enemies.
(c) RHINO shall upon request and at the time of closing,
receive an opinion of counsel to the effect that: (1) FRAMING is
duly organized and validly existing under the laws of the State of
Nevada and has the power and authority to own its properties and to
carry on its respective business wherever the same shall be located
and operated as of the Closing Date; and, (2) this Agreement has
been duly executed and delivered by FRAMING Shareholders and
constitutes a legal, valid and binding obligation of the FRAMING
Shareholders enforceable in accordance with its terms.
(d) FRAMING does not now have, nor will it have on the date of
closing, any known or unknown liabilities or contingent
liabilities, except as specifically set forth on Schedule II,
attached hereto.
5. Conditions to the Obligations of FRAMING Shareholders. The
obligations of the FRAMING Shareholders hereunder are subject to
the conditions that:
(a) FRAMING Shareholders shall not have discovered any material
error or misstatement in any of the representations and warranties
made by RHINO herein and all the terms and conditions of this
Agreement to be performed and complied with by RHINO shall have
been performed and complied with.
(b) The FRAMING Shareholders shall upon request, at the time of
closing, receive an opinion of counsel to the effect that: (1)
RHINO is a corporation duly organized and validly existing under
the laws of the State of Nevada, and has the power to own and
operate its properties wherever the same shall be located as of the
Closing Date; (2) the execution, delivery and performance of this
Agreement by RHINO has been duly authorized by all necessary
corporate action and constitutes a legal, valid and binding
obligation of RHINO, enforceable in accordance with its terms; (3)
the securities to be delivered to FRAMING Stockholders pursuant to
the terms of this Agreement has been validly issued, is fully paid
and non-assessable; (4) the exchange of the securities herein
contemplated does not require the registration of the RHINO
securities pursuant to any Federal law dealing with the issuance,
sale, transfer, and/or exchange of corporate securities; (5) that
RHINO is not under investigation by the SEC, the NASD or any state
securities commission; (6) that there are no known securities
violations; (7) all shares issued by RHINO have been validly issued
in accordance with Nevada or Federal law, are fully paid and non-
assessable; and (8) there are no outstanding options, rights,
warrants, conversion privileges or other agreements which would
require issuance of additional shares.
6. Closing Date. The closing shall take place on or before
June 1, 1999, or as soon thereafter as is practicable, at 0000 XXX
Xxxxxxx, Xxxxx 000; Xxxxxx, XX 00000, or at such other time and
place as the parties hereto shall agree upon.
7. Actions at the Closing. At the closing, RHINO and FRAMING
Shareholders will each deliver, or cause to be delivered to the
other, the securities to be exchanged in accordance with Section I
of this Agreement and each party shall pay any and all Federal and
State taxes required to be paid in connection with the issuance and
the delivery of their own securities. All stock certificates shall
be in the name of the party to which the same are deliverable.
8. Conduct of Business, Board of Directors, etc. Between the
date hereof and the Closing Date, FRAMING will conduct its business
in the same manner in which it has heretofore been conducted and
the FRAMING Shareholders will not permit FRAMING to: (1) enter
into any contract, etc., other than in the ordinary course of
business; or (2) declare or make any distribution of any kind to
the stockholders of FRAMING, without first obtaining the written
consent of RHINO.
9. Access to the Properties and Books of FRAMING. The FRAMING
Shareholders hereby grant to RHINO, through their duly authorized
representatives and during normal business hours between the date
hereof and the Closing Date, the right of full and complete access
to the properties of FRAMING and full opportunity to examine their
books and records.
10. Miscellaneous
(a) This Agreement shall be controlled, construed and enforced
in accordance with the laws of the State of Nevada.
(b) Each of the Constituent Corporations shall bear and pay all
costs and expenses incurred by it or on its behalf in connection
with the consummation of this Agreement, including, without
limiting the generality of the foregoing, fees and expenses of
financial consultants, accountants and counsel and the cost of any
documentary stamps, sales and excise taxes which may be imposed
upon or be payable in respect to the transaction.
(c) At any time before or after the approval and adoption by
the respective stockholders of the Constituent Corporations, if
required, this Reorganization Agreement may be amended or
supplemented by additional written agreements, as may be determined
in the judgment of the respective Boards of Directors of the
Constituent Corporations to be necessary, desirable or expedient to
further the purpose of this Reorganization Agreement, to clarify
the intention of the parties, to add to or to modify the covenants,
terms or conditions contained herein, or otherwise to effectuate or
facilitate the consummation of the transaction contemplated hereby.
Any written agreement referred to in this paragraph shall be
validly and sufficiently authorized for the purposes of this
Reorganization Agreement if signed on behalf of FRAMING or RHINO,
as the case may be, by its Chairman of the Board, or its President.
(d) This Reorganization Agreement may be executed in any number
of counterparts and each counterpart hereof shall be deemed to be
an original instrument, but all such counterparts together shall
constitute but one Reorganization Agreement.
(e) This Agreement shall be binding upon and shall inure to the
benefit of the heirs, executors, administrators and assigns of the
FRAMING Shareholders and upon the successors and assigns of RHINO.
(f) All notices, requests, instructions, or other documents to
be given hereunder shall be in writing and sent by registered mail:
If to FRAMING Shareholders, then: Xxxxxx Xxxxxxx
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
If to RHINO, then: Xxxxx X. Xxxx
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
The foregoing Reorganization Agreement, having been duly
approved or adopted by the Board of Directors, and duly approved or
adopted by the stockholders of the constituent corporation, as
required, in the manner provided by the laws of the State of
Nevada, the Chairman of the Board, the President or the Secretary
of said corporations, and the Shareholders of FRAMING do now
execute this Reorganization Agreement under the respective seals of
said corporation by the authority of the directors and stockholders
of each, as required, as the act, deed and agreement of each of
said corporations. This Stock-For-Stock Agreement may be signed in
two or more counterparts.
RHINO ENTERPRISES GROUP, INC.
By: /s/ XXXXX X. XXXX
-----------------------------
Xxxxx X. Xxxx, President
FRAMING SYSTEMS, INC.
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------
Xxxxxx X. Xxxxxxx, President
Acknowledgment of Execution of Agreement
By Officer of
Rhino Enterprises Group, Inc.
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
BE IT REMEMBERED that on this 14th day of May, 1999, personally
came before me, a Notary Public in and for jurisdiction aforesaid,
Xxxxx X. Xxxx, President of Rhino Enterprises Group, Inc., a Nevada
corporation, and one of the corporations described in and which
executed the foregoing Agreement of Reorganization, known to me
personally to be such, and he, the said, Xxxxx X. Xxxx, as such
President, duly executed said Agreement of Reorganization before me
and acknowledged said Agreement of Reorganization are in the
handwriting of said President of Rhino Enterprises Group, Inc..
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.
/s/ XXXXX X. XXXXXXXXXX
----------------------------------
Notary Public
Acknowledgment of Execution of Agreement
By Officer of
Framing Systems, Inc.
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
BE IT REMEMBERED that on this 14th day of May, 1999,
personally came before me, a Notary Public in and for jurisdiction
aforesaid, Xxxxxx X. Xxxxxxx, President of Framing Systems, Inc.,
a Nevada corporation, and one of the corporations described in and
which executed the foregoing Agreement of Reorganization, known to
me personally to be such, and he, the said, Xxxxxx X. Xxxxxxx, as
such President, duly executed said Agreement of Reorganization
before me and acknowledged said Agreement of Reorganization are in
the handwriting of said President of Framing Systems, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.
/s/ XXXXX X. XXXXXXXXXX
-------------------------------------
Notary Public
SHAREHOLDERS OF FRAMING SYSTEMS, INC.
Number of Shares Number of Shares
Name In Framing To be issued-Rhino
----- ----------------- ------------------
----------------------- 50,000 2,000
Xxxxx Xxxxxxx
/s/ ISRAEL BURDEI
----------------------- 50,000 2,000
Israel Burdei
/s/ XXXXX XXXXXX AND XXXXXXXXX XXXXXX
----------------------- 50,000 2,000
Xxxxx and Xxxxxxxxx Xxxxxx
/s/ XXXXXX XXXXX
----------------------- 2,000 80
Xxxxxx Xxxxx
/s/ XXXXX XXXXXXX
----------------------- 200,000 8,000
Xxxxx XxXxxxx
/s/ XXXXXX XXXXX
----------------------- 10,000 400
Xxxxxx Xxxxx
----------------------- 5,000 200
Xxxxx Xxxxx
/s/ XXXXX X. XXXXXX
----------------------- 250,000 10,000
Xxxxx X. Xxxxxx
/s/ XXXXX X. XXXXXX XX.
----------------------- 100,000 4,000
Xxxxx X. Xxxxxx, Xx.
/s/ XXXXX XXXXX
----------------------- 150,000 6,000
Xxxxx Xxxxx
/s/ XXXXX XXXXX-SHARAVNER
----------------------- 25,000 1,000
Xxxxx Xxxxx-Sharavner
/s/ XXXXXXX XXXXXX
----------------------- 50,000 2,000
Xxxxxxx Xxxxxx
/s/ XXXX X. AND XXXXXXXXX XXXX
----------------------- 100,000 4,000
Xxxx X. and Xxxxxxxxx Xxxx
/s/ XXXX XXXXXX
----------------------- 5,000 200
Xxxx Xxxxxx
/s/ XXXXXXX XXXXX
----------------------- 50,000 2,000
Xxxxxxx XxXxx
/s/ XXXXXXX X. XXXXXX, M.D.
----------------------- 82,000 3,280
Xxxxxxx X. Xxxxxx, M.D.
/s/ XXXX XXXXXXXX
----------------------- 10,000 000
Xxxx Xxxxxxxx
/s/ XXXXXXXX XXXXXX
----------------------- 100,000 4,000
Xxxxxxxx Xxxxxx
/s/ XXXXXX X. XXXXXXX
----------------------- 70,000 2,800
Xxxxxx X. XxXxxxx
/s/ XXXXXX X. XXXXXX
----------------------- 15,000 600
Xxxxxx X. XxXxxx
/s/ XXXXXX XXXXXXXX
----------------------- 100,000 4,000
Xxxxxx Xxxxxxxx
/s/ XXXXX XXXXX
----------------------- 100,000 4,000
Xxxxx Xxxxx
/s/ XXXXX X. MULE
----------------------- 100,000 4,000
Xxxxx X. Mule
----------------------- 50,000 2,000
Xxxxxxx and Xxxxxx Xxxxxx
/s/ XXXXXXXX AND XXXXXXXX XXXXXX
----------------------- 250,000 10,000
Xxxxxxxx and Xxxxxxxx Xxxxxx
----------------------- 30,000 1,200
Xxxxxxxxx Xxxxxxxxx
/s/ XXXX XXXXXX
----------------------- 50,000 2,000
Xxxx Xxxxxx
----------------------- 50,000 2,000
Xxxxx Xxxxxxx
/s/ XXXXXXX X. XXXXXXXXX
----------------------- 50,000 2,000
Xxxxxxx X. Xxxxxxxxx
/s/ XXXXXXX XXXXXX XX.
----------------------- 100,000 4,000
Xxxxxxx Xxxxxx, Xx.
/s/ XXXXXXXX XXXXXXX
----------------------- 200,000 8,000
Xxxxxxxx Xxxxxxx
/s/ XXXXXXXX XXXXXX
----------------------- 100,000 4,000
Xxxxxxxx Xxxxxx
----------------------- 50,000 2,000
Xxxxxxx Xxxxxxxxxxx
/s/ XXXXX X. AND XXXXXX X. XXXXXXX
----------------------- 400,000 16,000
Xxxxx X. and Xxxxxx X. Xxxxxxx
/s/ XXXXX XXXXXXXXXXX
----------------------- 40,000 1,600
Xxxxx Xxxxxxxxxxx
/s/ XXXXXX X. XXXXXXXX
----------------------- 100,000 4,000
Xxxxxx X. Xxxxxxxx
/s/ XXXXX XXXXXXX
----------------------- 200,000 8,000
Xxxxx Xxxxxxx
/s/ M.A. TREPETA
----------------------- 350,000 14,000
M.A. Trepeta
/s/ X.X. XXXXXX
----------------------- 20,000 800
X.X. XXXXXX
/s/ XXXXXX X. XXXXXX
----------------------- 15,000 600
Xxxxxx X. Xxxxxx
/s/ XXXXXXX X. WEATERBY
----------------------- 100,000 4,000
Xxxxxxx X. Xxxxxxxxx
/s/ XXXXX X. XXXX
----------------------- 50,000 2,000
Xxxxx X. Xxxx
BCLM INVESTMENT CORPORATION 3,000,000 120,000
By:
Its:
DLJ CONSULTING, INC. 100,000 4,000
By: XXXX XXXXX
Its: PRESIDENT
XXXXX X. XXXX TRUST 50,000 2,000
By: XXXXX X. XXXX
Its: TRUSTEE
FEDERATED TAX CONSULTANTS 50,000 2,000
By: XXXX XXXX
Its: PRESIDENT
MDT CONSULTING INC. 100,000 4,000
By: XXXXXXX XXXXXXX
Its: PRESIDENT
MK RESOURCES, INC. 50,000 2,000
By: XXXXXX XXXXX
Its: PRESIDENT
XXXXXX FAMILY LIMITED PARTNERSHIP 100,000 4,000
By: XXXXXX XXXXXX
Its:
SJN CONSULTING INC. 100,000 4,000
By: XXXXX XXXXXX
Its: PRESIDENT
THE STRATEIA GROUP, INC. 2,700,000 108,000
By: XXX X. XXXXXX
Its: PRESIDENT
