AGREEMENT AND PLAN OF SHARE EXCHANGE by and among VeruTEK Technologies, Inc., a Delaware corporation and the Shareholders of VeruTEK Technologies, Inc., on the one hand; and Streamscape Minerals, Inc., a Nevada corporation, Ezio Montagliani, an...
AGREEMENT
AND PLAN OF SHARE EXCHANGE
by
and among
a
Delaware corporation
and
the
Shareholders of
on
the one hand;
and
Streamscape
Minerals, Inc.,
a
Nevada
corporation,
Xxxx
Xxxxxxxxxxx,
an
individual
and
Xxxxx
Xxxxxx
on
the other hand
______________,
2007
This
Agreement and Plan of Share Exchange, dated as of ____________ ___, 2007 (this
“Agreement”),
is
made and entered into by and among VeruTEK Technologies, Inc., a Delaware
corporation (“VeruTEK”),
and
the shareholders of VeruTEK listed on Schedule I attached hereto (each, a
“VeruTEK
Shareholder”,
collectively, the “VeruTEK
Shareholders”),
on
the one hand; and Streamscape Minerals, Inc., a publicly traded Nevada
corporation (OTCBB: SSMI.OB) (“SSMI”),
Xxxx
Xxxxxxxxxxx
(“Montagliani”) and Xxxxx Xxxxxx (“Xxxxxx”), collectively Montagliani and Xxxxxx
are the majority shareholders of SSMI, on the other hand.
WHEREAS,
the respective boards of directors of SSMI and VeruTEK have adopted resolutions
approving and adopting the share exchange described in this Agreement (the
“Exchange”)
upon
the terms and conditions set forth herein;
WHEREAS,
it
is
intended that the terms and conditions of this Agreement comply in all respects
with Section 368(a)(1)(B) of the Internal Revenue Code (the “Code”)
and
the regulations corresponding thereto, so that the Exchange shall qualify as
a
tax free reorganization under the Code;
ARTICLE
1
1.1 Exchange
of Shares.
Upon
the terms and subject to the conditions hereof, at the Closing the VeruTEK
Shareholders will sell, convey, assign, transfer and deliver to SSMI stock
certificates representing the VeruTEK Shares, and SSMI will issue to each
VeruTEK Shareholder, in exchange for such VeruTEK Shareholder’s pro rata portion
of the VeruTEK Shares, one or more stock certificates representing the number
of
shares of SSMI common stock set forth opposite such VeruTEK Shareholder’s name
in Column II on Schedule I attached hereto (collectively, the “SSMI
Shares”).
The
aggregate number of SSMI Shares to be issued to the VeruTEK Shareholders will
not exceed 17,076,612 shares of common stock.
1.2 Closing.
The
closing of the Exchange (the “Closing”)
shall
take place on or before May 15, 2007, or on such other date as may be mutually
agreed upon by the parties. Such date is referred to herein as the "Closing
Date".
1.3 Articles
of Exchange.
Immediately following the Closing, SSMI shall file Articles of Exchange with
the
Secretary of State of Nevada, in the form of Exhibit
A
hereto.
The transactions contemplated by this Agreement shall become effective at such
time as the Articles of Exchange are duly filed in the State of Nevada pursuant
to Section 92A.240 of the Nevada Revised Statutes.
ARTICLE
2
VeruTEK
hereby represents and warrants to SSMI as follows:
2.1
Organization.
VeruTEK
has been duly incorporated, is validly existing as a corporation and is in
good
standing under the laws of its jurisdiction of incorporation, and has the
requisite power to carry on its business as now conducted.
2.2
Capitalization.
The
authorized capital stock of VeruTEK consists of (i) 10,000 shares of Class
A
common stock, no par value, and 20,000 shares of Class B Common Stock of which
10,000 shares of Class A common stock are issued and outstanding, and 11,430
shares of Class B common stock are issued and outstanding; and (ii) 0
shares
of preferred stock, no par value, none of which are issued and outstanding.
All
of the issued and outstanding shares of capital stock of VeruTEK are duly
authorized, validly issued, fully paid, non-assessable and free of preemptive
rights. There are no voting trusts or any other agreements or understandings
with respect to the voting of VeruTEK's capital stock.
2.3
Certain
Corporate Matters.
VeruTEK
is duly qualified to do business as a corporation and is in good standing in
each jurisdiction in which the ownership of its properties, the employment
of
its personnel or the conduct of its business requires it to be so qualified,
except where the failure to be so qualified would not have a material adverse
effect on VeruTEK's financial condition, results of operations or business.
VeruTEK has full corporate power and authority and all authorizations, licenses
and permits necessary to carry on the business in which it is engaged and to
own
and use the properties owned and used by it.
2.4
Authority
Relative to this Agreement.
VeruTEK
has the requisite power and authority to enter into this Agreement and to carry
out its obligations hereunder. The execution, delivery and performance of this
Agreement by VeruTEK and the consummation by VeruTEK of the transactions
contemplated hereby have been duly authorized by the board of directors of
VeruTEK and no other actions on the part of VeruTEK are necessary to authorize
this Agreement or the transactions contemplated hereby. This Agreement has
been
duly and validly executed and delivered by VeruTEK and constitutes a valid
and
binding agreement of VeruTEK, enforceable against VeruTEK in accordance with
its
terms, except as such enforcement may be limited by bankruptcy, insolvency
or
other similar laws affecting the enforcement of creditors' rights generally
or
by general principles of equity.
2.5
Consents
and Approvals; No Violations.
Except
for applicable requirements of federal securities laws and state securities
or
blue-sky laws, no filing with, and no permit, authorization, consent or approval
of, any third party, public body or authority is necessary for the consummation
by VeruTEK of the transactions contemplated by this Agreement. Neither the
execution and delivery of this Agreement by VeruTEK nor the consummation by
VeruTEK of the transactions contemplated hereby, nor compliance by VeruTEK
with
any of the provisions hereof, will (a) conflict with or result in any breach
of
any provisions of the charter or bylaws of VeruTEK, (b) result in a violation
or
breach of, or constitute (with or without due notice or lapse of time or both)
a
default (or give rise to any right of termination, cancellation or acceleration)
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, agreement or other instrument or obligation to
which VeruTEK is a party or by which it or any of its properties or assets
may
be bound or (c) violate any order, writ, injunction, decree, statute, rule
or
regulation applicable to VeruTEK, or any of its properties or assets, except
in
the case of clauses (b) and (c) for violations, breaches or defaults which
are
not individually or in the aggregate material to VeruTEK.
3
2.6 Financial
Statements.
(a) VeruTEK
has provided SSMI with a copy of the audited balance sheet of VeruTEK as at
December 31, 2006, and the related statement of operations, stockholders’ equity
and cash flows for the two years then ended, together with the unqualified
report thereon (except with respect to continuation as a going concern) of
Xxxxxx, Xxxxxxx and Xxxxx, LLP (“Xxxxxx”), independent auditors (collectively,
“VeruTEK’s
Audited Financials”).
(b) Included
in VeruTEK’s Audited Financials are the audited balance sheet of VeruTEK as at
December 31, 2006, and the related statement of operations, stockholders’ equity
and cash flows for the period then ended, as reviewed by Xxxxxx (“VeruTEK’s
Interim Financials”).
(c) VeruTEK’s
Audited Financials and VeruTEK’s Interim Financials (collectively “VeruTEK’s
Financial Statements”)
(i)
are in accordance with the books and records of VeruTEK, (ii) are correct and
complete in all material respects, (iii) fairly present the financial position
and results of operations of VeruTEK as of the dates indicated, and (iv) are
prepared in accordance with U.S. GAAP (except that (x) unaudited financial
statements may not be in accordance with GAAP because of the absence of
footnotes normally contained therein, and (y) interim (unaudited) financials
are
subject to normal year-end audit adjustments that in the aggregate will not
have
a material adverse effect on VeruTEK, its business, financial condition or
results of operations.
2.7
Tax
Matters.
(a)
Except
as
set forth on Schedule 2.7(a), VeruTEK has duly filed all federal, state, local
and foreign tax returns required to be filed by or with respect to it with
the
Internal Revenue Service or other applicable taxing authority, and no extensions
with respect to such tax returns have been requested or granted.
(b)
VeruTEK
has paid, or adequately reserved against in VeruTEK’s Financial Statements, all
material taxes due, or claimed by any taxing authority to be due, from or with
respect to them.
(c)
To
the
best knowledge of VeruTEK, there has been no material issue raised or material
adjustment proposed (and none is pending) by the Internal Revenue Service or
any
other taxing authority in connection with any of VeruTEK’s tax
returns.
(d)
No
waiver
or extension of any statute of limitations as to any material federal, state,
local or foreign tax matter has been given by or requested from
VeruTEK.
For
the
purposes of this Section
2.7,
a tax
is due (and must therefore either be paid or adequately reserved against in
VeruTEK’s Financial Statements) only on the last date payment of such tax can be
made without interest or penalties, whether such payment is due in respect
of
estimated taxes, withholding taxes, required tax credits or any other
tax.
4
2.8
Books
and Records.
The
books and records of VeruTEK delivered to SSMI prior to the Closing fully and
fairly reflect the transactions to which VeruTEK is a party or by which its
properties are bound.
2.9
Questionable
Payments.
Neither
VeruTEK, nor any employee, agent or representative of VeruTEK has, directly
or
indirectly, made any bribes, kickbacks, illegal payments or illegal political
contributions using Company funds or made any payments from VeruTEK's funds
to
governmental officials for improper purposes or made any illegal payments from
VeruTEK's funds to obtain or retain business.
2.
10
Intellectual
Property.
VeruTEK
has no knowledge of any claim that, or inquiry as to whether, any product,
activity or operation of VeruTEK infringes upon or involves, or has resulted
in
the infringement of, any trademarks, trade-names, service marks, patents,
copyrights or other proprietary rights of any other person, corporation or
other
entity; and no such proceedings have been instituted, are pending or are
threatened.
2.11
Litigation.
VeruTEK
is not subject to any judgment or order of any court or quasijudicial or
administrative agency of any jurisdiction, domestic or foreign, nor is there
any
charge, complaint, lawsuit or governmental investigation pending against
VeruTEK. VeruTEK is not a plaintiff in any action, domestic or foreign, judicial
or administrative. There are no existing actions, suits, proceedings against
or
investigations of VeruTEK, and VeruTEK knows of no basis for such actions,
suits, proceedings or investigations. There are no unsatisfied judgments,
orders, decrees or stipulations affecting VeruTEK or to which VeruTEK is a
party.
2.12
Legal
Compliance.
To the
best knowledge of VeruTEK, after due investigation, no claim has been filed
against VeruTEK alleging a violation of any applicable laws or regulations
of
foreign, federal, state and local governments and all agencies thereof. VeruTEK
holds all of the material permits, licenses, certificates or other
authorizations of foreign, federal, state or local governmental agencies
required for the conduct of its business as presently
conducted.
2.13
Disclosure.
The
representations and warranties and statements of fact made by VeruTEK in this
Agreement are, as applicable, accurate, correct and complete and do not contain
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements and information contained herein
not
false or misleading.
ARTICLE
3
The
VeruTEK Shareholders hereby represent and warrant to SSMI as
follows:
3.1 Ownership
of the VeruTEK Shares.
Each
VeruTEK Shareholder owns, beneficially and of record, good and marketable title
to the VeruTEK Shares set forth opposite such VeruTEK Shareholder’s name in
Column I on Schedule I attached hereto, free and clear of all security
interests, liens, adverse claims, encumbrances, equities, proxies, options
or
stockholders' agreements. Each VeruTEK Shareholder represents that such person
has no right or claims whatsoever to any shares of VeruTEK capital stock, other
than shares listed opposite such VeruTEK Shareholder’s name in Column I on
Schedule I and does not have any options, warrants or any other instruments
entitling such VeruTEK Shareholder to exercise to purchase or convert into
shares of VeruTEK capital stock. At the Closing, the VeruTEK Shareholders will
convey to SSMI good and marketable title to the VeruTEK Shares, free and clear
of any security interests, liens, adverse claims, encumbrances, equities,
proxies, options, stockholders' agreements or restrictions.
5
3.2
Authority
Relative to this Agreement.
This
Agreement has been duly and validly executed and delivered by each VeruTEK
Shareholder and constitutes a valid and binding agreement of each VeruTEK
Shareholder, enforceable against each VeruTEK Shareholder in accordance with
its
terms, except as such enforcement may be limited by bankruptcy, insolvency
or
other similar laws affecting the enforcement of creditors' rights generally
or
by general principles of equity.
3.3 Restricted
Securities.
Each
VeruTEK Shareholder acknowledges that the SSMI Shares will not be registered
pursuant to the Securities Act of 1933, as amended (the "Securities
Act")
or any
applicable state securities laws, that the SSMI Shares will be characterized
as
"restricted securities" under federal securities laws, and that under such
laws
and applicable regulations the SSMI Shares cannot be sold or otherwise disposed
of without registration under the Securities Act or an exemption therefrom.
In
this regard, each VeruTEK Shareholder is familiar with Rule 144 promulgated
under the Securities Act, as currently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.
3.4 Accredited
Investor.
Each
VeruTEK Shareholder is an “Accredited Investor” as that term is defined in rule
501 of Regulation D promulgated under the Securities Act. Each VeruTEK
Shareholder is able to bear the economic risk of acquiring the SSMI Shares
pursuant to the terms of this Agreement, including a complete loss of such
VeruTEK Shareholder’s investment in the SSMI Shares.
3.5 Legend.
Each
VeruTEK Shareholder acknowledges that the certificate(s) representing such
VeruTEK Shareholder’s pro rata portion of the SSMI Shares shall each
conspicuously set forth on the face or back thereof a legend in substantially
the following form:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID
ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ARTICLE
4
SSMI,
Montagliani and Xxxxxx hereby represent and warrant, jointly and severally,
to
VeruTEK and the VeruTEK Shareholders as follows:
4.1
Organization.
SSMI is
a corporation duly organized, validly existing and in good standing under the
laws of the state of its incorporation, and has the requisite corporate power
to
carry on its business as now conducted.
4.2
Capitalization.
SSMI's
authorized capital stock consists of (i) 150,000,000 shares of common stock,
of
which 2,019,722 shares are issued and outstanding; and 10,000,000 shares of
preferred stock, of which none are issued and outstanding. At the Closing,
SSMI
shall have no more than 17,076,612 issued and outstanding shares of common
stock
(including all shares of common stock sold in the private placement described
in
Section 7.1(c) of this Agreement). All issued and outstanding shares of SSMI
capital stock are duly authorized, validly issued, fully paid, non-assessable
and free of preemptive rights. When issued, the SSMI Shares will be duly
authorized, validly issued, fully paid, non-assessable and free of preemptive
rights. There are no outstanding or authorized options, rights, warrants, calls,
convertible securities, rights to subscribe, conversion rights or other
agreements or commitments to which SSMI is a party or which are binding upon
SSMI providing for the issuance by SSMI or transfer by SSMI of additional shares
of SSMI's capital stock and SSMI has not reserved any shares of its capital
stock for issuance, nor are there any outstanding stock option rights, phantom
equity or similar rights, contracts, arrangements or commitments to issue
capital stock of SSMI. To SSMI’s knowledge, there are no voting trusts or any
other agreements or understandings with respect to the voting of SSMI's capital
stock. There are no obligations of SSMI to repurchase, redeem or otherwise
re-acquire any shares of its capital stock as of the Closing. SSMI does not
have
any outstanding obligations to register any of its shares of capital stock
with
the Securities and Exchange Commission.
6
4.3
Certain
Corporate Matters.
SSMI is
duly licensed or qualified to do business and is in good standing as a foreign
corporation in every jurisdiction in which the character of SSMI's properties
or
nature of SSMI's business requires it to be so licensed or qualified other
than
such jurisdictions in which the failure to be so licensed or qualified does
not,
or insofar as can reasonably be foreseen, in the future will not, have a
material adverse effect on its financial condition, results of operations or
business. SSMI has full corporate power and authority and all authorizations,
licenses and permits necessary to carry on the business in which it is engaged
or in which it proposes presently to engage and to own and use the properties
owned and used by it. SSMI has delivered to VeruTEK true, accurate and complete
copies of its certificate or articles of incorporation and bylaws, which reflect
all restatements of and amendments made thereto at any time prior to the date
of
this Agreement. The records of meetings of the stockholders and board of
directors of SSMI are complete and correct in all material respects. The stock
records and stockholder list of SSMI that SSMI has previously furnished to
VeruTEK are complete and correct in all material respects and accurately reflect
the record ownership and the beneficial ownership of all the outstanding shares
of SSMI's capital stock and any other outstanding securities issued by SSMI.
SSMI is not in default under or in violation of any provision of its certificate
or articles of incorporation or bylaws in any material respect. SSMI is not
in
any material default or in violation of any restriction, lien, encumbrance,
indenture, contract, lease, sublease, loan agreement, note or other obligation
or liability by which it is bound or to which any of its assets is
subject.
4.4
Authority
Relative to this Agreement.
Each of
SSMI, Montagliani and Xxxxxx has the requisite power and authority to enter
into
this Agreement and carry out its or his obligations hereunder. The execution,
delivery and performance of this Agreement by SSMI and the consummation of
the
transactions contemplated hereby have been duly authorized by the board of
directors of SSMI and no other actions on the part of SSMI are necessary to
authorize this Agreement or the transactions contemplated hereby. This Agreement
has been duly and validly executed and delivered by SSMI and constitutes a
valid
and binding obligation of SSMI, enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditors' rights generally or by general
principles of equity.
4.5
Consents
and Approvals; No Violations.
Except
for applicable requirements of federal securities laws and state securities
or
blue-sky laws, no filing with, and no permit, authorization, consent or approval
of, any third party, public body or authority is necessary for the consummation
by SSMI of the transactions contemplated by this Agreement. Neither the
execution and delivery of this Agreement by SSMI nor the consummation by SSMI
of
the transactions contemplated hereby, nor compliance by SSMI with any of the
provisions hereof, will (a) conflict with or result in any breach of any
provisions of the charter or bylaws of SSMI, (b) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration)
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, agreement or other instrument or obligation to
which SSMI (as hereinafter defined) is a party or by which they or any of their
respective properties or assets may be bound or (c) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to SSMI, or any
of
their respective properties or assets, except in the case of clauses (b) and
(c)
for violations, breaches or defaults which are not in the aggregate material
to
SSMI taken as a whole.
7
4.6 SEC
Documents.
SSMI
hereby makes reference to the following documents filed with the United States
Securities and Exchange Commission (the “SEC”),
as
posted on the SEC’s website, xxx.xxx.xxx:
(collectively, the “SEC
Documents”):
(a)
Annual Report on Form 10-KSB for the fiscal year ended May 31, 2006; (b) Form
SB-2 filed with the SEC on December 12, 2006, and (c) Quarterly Reports on
Form
10-QSB for the periods ended February 28, August 31 and November 30, 2006;
and
(c) Quarterly Report on Form 10-QSB for the period ended February 28, 2007;
and
any amendments thereto. The SEC Documents constitute all of the documents and
reports that SSMI was required to file with the SEC pursuant to the Securities
Exchange Act of 1934 (“Exchange
Act”)
and
the rules and regulations promulgated thereunder by the SEC since February
1,
2006. As of their respective dates, the SEC Documents complied in all material
respects with the requirements of the Securities Act and/or the Exchange Act,
as
the case may require, and the rules and regulations promulgated thereunder
and
none of the SEC Documents contained an untrue statement of a material fact
or
omitted to state a material fact required to be stated therein or necessary
to
make the statements therein, in light of the circumstances under which they
were
made, not misleading. The financial statements of SSMI included in the SEC
Documents comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto, have been prepared in accordance with generally accepted accounting
principles in the United States (“GAAP”)
(except, in the case of unaudited statements, as permitted by the applicable
form under the Securities Act or the Exchange Act) applied on a consistent
basis
during the periods involved (except as may be indicated in the notes thereto)
and fairly present the financial position of SSMI as of the dates thereof and
its consolidated statements of operations, stockholders’ equity and cash flows
for the periods then ended (subject, in the case of unaudited statements, to
normal and recurring year-end audit adjustments which were and are not expected
to have a material adverse effect on SSMI, its business, financial condition
or
results of operations). Except as and to the extent set forth on the balance
sheet of SSMI as of December 31, 2006, including the notes thereto, SSMI has
no
liability or obligation of any nature (whether accrued, absolute, contingent
or
otherwise and whether required to be reflected on a balance sheet or not).
4.7 Financial
Statements.
(a) Included
in the SEC Documents are the audited balance sheets of SSMI as at August 31,
2006, and the related statements of operations, stockholders’ equity and cash
flows for the three years then ended, together with the unqualified report
thereon (except with respect to continuation as a going concern) of Xxxxxxx
Xxxxxxx, LLP (“Xxxxxxx”),
independent auditors (collectively, “SSMI’s
Audited Financials”).
(b) Included
in the SEC Documents are the unaudited balance sheet of SSMI as at February
28,
2007, and the related statements of operations, stockholders’ equity and cash
flows for the three months then ended, as reviewed by Xxxxxxx (“SSMI’s
Interim Financials”).
(c) SSMI’s
Audited Financials and SSMI’s Interim Financials (collectively “SSMI’s
Financial Statements”)
(i)
are in accordance with the books and records of SSMI, (ii) are correct and
complete in all material respects, (iii) fairly present the financial position
and results of operations of SSMI as of the dates indicated, and (iv) are
prepared in accordance with GAAP (except that (x) unaudited financial statements
may not be in accordance with GAAP because of the absence of footnotes normally
contained therein, and (y) interim (unaudited) financials are subject to normal
year-end audit adjustments that in the aggregate will not have a material
adverse effect on SSMI , their respective businesses, financial condition or
results of operations.
8
4.8
Events
Subsequent to Financial Statements.
Since
August 31, 2006, there has not been:
(a) Any
sale,
lease, transfer, license or assignment of any assets, tangible or intangible,
of
SSMI;
(b)
Any
damage, destruction or property loss, whether or not covered by insurance,
affecting adversely the properties or business of SSMI;
(c)
Any
declaration or setting aside or payment of any dividend or distribution with
respect to the shares of capital stock of SSMI or any redemption, purchase
or
other acquisition of any such shares;
(d)
Any
subjection to any lien on any of the assets, tangible or intangible, of
SSMI;
(e)
Any
incurrence of indebtedness or liability or assumption of obligations by
SSMI;
(f)
Any
waiver or release by SSMI of any right of any material value;
(g)
Any
compensation or benefits paid to officers or directors of SSMI;
(h)
Any
change made or authorized in the articles of incorporation or bylaws of SSMI,
except for the change to the articles of incorporation and by-laws made incident
to re-domiciling from Minnesota to Nevada;
(i)
Any
loan
to or other transaction with any officer, director or stockholder of SSMI giving
rise to any claim or right of SSMI against any such person or of such person
against SSMI; or
(j)
Any
material adverse change in the condition (financial or otherwise) of the
respective properties, assets, liabilities or business of SSMI.
4.9 Liabilities.
Except
as otherwise disclosed in SSMI’s Financial Statements, SSMI does not have any
liability or obligation whatsoever, either direct or indirect, matured or
unmatured, accrued, absolute, contingent or otherwise. In addition, SSMI
represents that upon Closing, SSMI will not have any liability or obligation
whatsoever, either direct or indirect, matured or unmatured, accrued, absolute,
contingent or otherwise.
4.10
Tax
Matters.
(a)
SSMI
has
duly filed all federal, state, local and foreign tax returns required to be
filed by or with respect to it with the Internal Revenue Service or other
applicable taxing authority, and no extensions with respect to such tax returns
have been requested or granted;
(b)
SSMI
has
paid, or adequately reserved against in SSMI’s Financial Statements, all
material taxes due, or claimed by any taxing authority to be due, from or with
respect to them;
(c)
To
the
best knowledge of SSMI, there has been no material issue raised or material
adjustment proposed (and none is pending) by the Internal Revenue Service or
any
other taxing authority in connection with any of SSMI’s tax
returns;
9
(d)
No
waiver
or extension of any statute of limitations as to any material federal, state,
local or foreign tax matter has been given by or requested from SSMI;
and
For
the
purposes of this Section
4.10,
a tax
is due (and must therefore either be paid or adequately reserved against in
SSMI’s Financial Statements) only on the last date payment of such tax can be
made without interest or penalties, whether such payment is due in respect
of
estimated taxes, withholding taxes, required tax credits or any other
tax.
4.11
Real
Property.
SSMI
does not own or lease any real property.
4.12
Books
and Records.
The
books and records of SSMI delivered to VeruTEK prior to the Closing fully and
fairly reflect the transactions to which SSMI is a party or by which its
properties are bound.
4.13
Questionable
Payments.
Neither
SSMI, nor any employee, agent or representative of SSMI has, directly or
indirectly, made any bribes, kickbacks, illegal payments or illegal political
contributions using Company funds or made any payments from SSMI's funds to
governmental officials for improper purposes or made any illegal payments from
SSMI's funds to obtain or retain business.
4.14
Intellectual
Property.
SSMI
does not own or use any trademarks, trade names, service marks, patents,
copyrights or any applications with respect thereto. SSMI has no knowledge
of
any claim that, or inquiry as to whether, any product, activity or operation
of
SSMI infringes upon or involves, or has resulted in the infringement of, any
trademarks, trade-names, service marks, patents, copyrights or other proprietary
rights of any other person, corporation or other entity; and no such proceedings
have been instituted, are pending or are threatened against SSMI.
4.15
Insurance.
SSMI
does not have any insurance policies in effect.
4.16
Contracts.
Except
as set forth on Schedule
4.16,
SSMI
does not have any material contracts, leases, arrangements or commitments
(whether oral or written). SSMI is not a party to or bound by or affected by
any
contract, lease, arrangement or commitment (whether oral or written) relating
to: (a) the employment of any person; (b) collective bargaining with, or any
representation of any employees by, any labor union or association; (c) the
acquisition of services, supplies, equipment or other personal property; (d)
the
purchase or sale of real property; (e) distribution, agency or construction;
(f)
lease of real or personal property as lessor or lessee or sublessor or
sublessee; (g) lending or advancing of funds; (h) borrowing of funds or receipt
of credit; (i) incurring any obligation or liability; or (j) the sale of
personal property.
4.17
Litigation.
SSMI is
not subject to any judgment or order of any court or quasijudicial or
administrative agency of any jurisdiction, domestic or foreign, nor is there
any
charge, complaint, lawsuit or governmental investigation pending against SSMI.
SSMI is not a plaintiff in any action, domestic or foreign, judicial or
administrative. There are no existing actions, suits, proceedings against or
investigations of SSMI, and SSMI knows of no basis for such actions, suits,
proceedings or investigations. There are no unsatisfied judgments, orders,
decrees or stipulations affecting SSMI or to which SSMI is a party.
4.18
Employees.
SSMI
does not have any employees. SSMI does not owe any compensation of any kind,
deferred or otherwise, to any current or previous employees. SSMI does not
have
a written or oral employment agreement with any officer or director of SSMI.
SSMI is not a party to or bound by any collective bargaining agreement. Except
as set forth on Schedule
4.18,
there
are no loans or other obligations payable or owing by SSMI to any stockholder,
officer, director or employee of SSMI, nor are there any loans or debts payable
or owing by any of such persons to SSMI or any guarantees by SSMI of any loan
or
obligation of any nature to which any such person is a party.
10
4.19
Employee
Benefit Plans.
SSMI
does not have any (a) non-qualified deferred or incentive compensation or
retirement plans or arrangements, (b) qualified retirement plans or
arrangements, (c) other employee compensation, severance or termination pay
or
welfare benefit plans, programs or arrangements or (d) any related trusts,
insurance contracts or other funding arrangements maintained, established or
contributed to by SSMI.
4.20
Legal
Compliance.
To the
best knowledge of SSMI, after due investigation, no claim has been filed against
SSMI alleging a violation of any applicable laws or regulations of foreign,
federal, state and local governments and all agencies thereof. SSMI holds all
of
the material permits, licenses, certificates or other authorizations of foreign,
federal, state or local governmental agencies required for its business as
presently conducted.
4.21 Subsidiaries
and Investments.
SSMI
does not own any capital stock or have any interest of any kind whatsoever
in
any corporation, partnership, or other form of business
organization.
4.22
Broker's
Fees.
Neither
SSMI, nor anyone on its behalf, has any liability to any broker, finder,
investment banker or agent, or has agreed to pay any brokerage fees, finder’s
fees or commissions, or to reimburse any expenses of any broker, finder,
investment banker or agent in connection with this Agreement.
4.23 Internal
Accounting Controls.
SSMI
maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv)
the recorded accountability for assets is compared with the existing assets
at
reasonable intervals and appropriate action is taken with respect to any
differences.
SSMI has
established disclosure controls and procedures (as defined in Exchange Act
Rules
13a-15(e) and 15d-15(e)) for SSMI and designed such disclosure controls and
procedures to ensure that material information relating to SSMI is made known
to
the certifying officers by others within those entities, particularly during
the
period in which SSMI's Form 10-KSB or 10-QSB, as the case may be, is being
prepared. SSMI's certifying officers have evaluated the effectiveness of SSMI's
controls and procedures as of end of the filing period prior to the filing
date
of the Form 10-QSB for the quarter ended February 28, 2007 (such date, the
"Evaluation
Date").
SSMI
presented in its most recently filed Form 10-KSB or Form 10-QSB the conclusions
of the certifying officers about the effectiveness of the disclosure controls
and procedures based on their evaluations as of the Evaluation Date. Since
the
Evaluation Date, there have been no significant changes in SSMI's internal
controls (as such term is defined in Item 307(b) of Regulation S-K under the
Exchange Act) or, to the Company's knowledge, in other factors that could
significantly affect the Company's internal controls.
4.24 Listing
and Maintenance Requirements.
SSMI’s
common stock is currently quoted on the OTC Bulletin Board. Except as set forth
on Schedule 4.24, SSMI has not, since February 1, 2006, received any notice
from
the OTC Bulletin Board or the NASD or any trading market on which SSMI’s common
stock is or has been listed or quoted to the effect that SSMI is not in
compliance with the quoting, listing or maintenance requirements of the OTC
Bulletin Board or such other trading market. SSMI is, and has no reason to
believe that it will not, in the foreseeable future continue to be, in
compliance with all such quoting, listing and maintenance
requirements.
4.25 Application
of Takeover Protections.
SSMI
and its board of directors have taken all necessary action, if any, in order
to
render inapplicable any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under SSMI's certificate or articles of incorporation
(or similar charter documents) or the laws of its state of incorporation that
is
or could become applicable to VeruTEK or the VeruTEK Shareholders as a result
of
the Exchange or the exercise of any rights by VeruTEK or the VeruTEK
Shareholders pursuant to this Agreement.
11
4.26 No
SEC
or NASD Inquiries.
Neither
SSMI nor any of its past or present officers or directors is, or has ever been,
the subject of any formal or informal inquiry or investigation by the SEC or
NASD.
4.27
Disclosure.
The
representations and warranties and statements of fact made by SSMI in this
Agreement are, as applicable, accurate, correct and complete and do not contain
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements and information contained herein
not
false or misleading.
ARTICLE
5
5.1 SSMI/Montagliani/Xxxxxx
Indemnification.
For a
period of one year after the Closing, SSMI, Montagliani and Xxxxxx each agree,
jointly and severally, to indemnify VeruTEK, the VeruTEK Shareholders and each
of the officers, agents and directors of VeruTEK or the VeruTEK Shareholders
against any loss, liability, claim, damage or expense (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever) (each an “Indemnified
Party”)
to
which it or they may become subject arising out of or based on either (i) any
breach of or inaccuracy in any of the representations and warranties or
covenants or conditions made by SSMI, Montagliani or Xxxxxx in this Agreement;
or (ii) any and all liabilities arising out of or in connection with any of
the
assets, business or operations of SSMI prior to the Closing (collectively,
the
“Montagliani/Xxxxxx
Indemnification”).
5.2 Indemnification
Procedures.
If any
action shall be brought against an Indemnified Party in respect of which
indemnity may be sought pursuant to this Agreement, such Indemnified Party
shall
promptly notify Montagliani and Xxxxxx in writing, and Montagliani and Xxxxxx
shall each have the right to assume the defense thereof with counsel of his
or
its own choosing. Any Indemnified Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the
fees
and expenses of such counsel shall be at the expense of such Indemnified Party
except to the extent that the employment thereof has been specifically
authorized by Montagliani or Xxxxxx in writing, Montagliani and Xxxxxx have
failed after a reasonable period of time to assume such defense and to employ
counsel or in such action there is, in the reasonable opinion of such separate
counsel, a material conflict on any material issue between the position of
Montagliani or Xxxxxx and the position of such Indemnified Party. Neither
Montagliani nor Xxxxxx will be liable to any Indemnified Party under this
Article 5 for any settlement by an Indemnified Party effected without
Montagliani or Xxxxxx’x prior written consent, which shall not be unreasonably
withheld or delayed.
ARTICLE
6
6.1
Corporate
Examinations and Investigations.
Prior
to the Closing, each party shall be entitled, through its employees and
representatives, to make such investigations and examinations of the books,
records and financial condition of VeruTEK and SSMI as each party may request.
In order that each party may have the full opportunity to do so, VeruTEK, SSMI,
the VeruTEK Shareholders shall furnish each party and its representatives during
such period with all such information concerning the affairs of VeruTEK or
SSMI
as each party or its representatives may reasonably request and cause VeruTEK
or
SSMI and their respective officers, employees, consultants, agents, accountants
and attorneys to cooperate fully with each party's representatives in connection
with such review and examination and to make full disclosure of all information
and documents requested by each party or its representatives. Any such
investigations and examinations shall be conducted at reasonable times and
under
reasonable circumstances, it being agreed that any examination of original
documents will be at each party's premises, with copies thereof to be provided
to each party or its representatives upon request.
12
6.2 Cooperation;
Consents.
Prior
to the Closing, each party shall cooperate with the other parties to the end
that the parties shall (i) in a timely manner make all necessary filings with,
and conduct negotiations with, all authorities and other persons the consent
or
approval of which, or the license or permit from which is required for the
consummation of the Exchange and (ii) provide to each other party such
information as the other party may reasonably request in order to enable it
to
prepare such filings and to conduct such negotiations.
6.3 Conduct
of Business.
Subject
to the provisions hereof, from the date hereof through the Closing, each party
hereto shall (i) conduct its business in the ordinary course and in such a
manner so that the representations and warranties contained herein shall
continue to be true and correct in all material respects as of the Closing
as if
made at and as of the Closing and (ii) not enter into any material transactions
or incur any material liability not required or specifically contemplated
hereby, without first obtaining the written consent of VeruTEK and the VeruTEK
Shareholders on the one hand and SSMI on the other hand. Without the prior
written consent of VeruTEK, the VeruTEK Shareholders, or SSMI, except as
required or specifically contemplated hereby, each party shall not undertake
or
fail to undertake any action if such action or failure would render any of
said
warranties and representations untrue in any material respect as of the
Closing.
6.4 Litigation.
From
the date hereof through the Closing, each party hereto shall promptly notify
the
representative of the other parties of any lawsuits, claims, proceedings or
investigations which after the date hereof are threatened or commenced against
such party or any of its affiliates or any officer, director, employee,
consultant, agent or shareholder thereof, in their capacities as such, which,
if
decided adversely, could reasonably be expected to have a material adverse
effect upon the condition (financial or otherwise), assets, liabilities,
business, operations or prospects of such party or any of its
subsidiaries.
6.5 Notice
of Default.
From
the date hereof through the Closing, each party hereto shall give to the
representative of the other parties prompt written notice of the occurrence
or
existence of any event, condition or circumstance occurring which would
constitute a violation or breach of this Agreement by such party or which would
render inaccurate in any material respect any of such party's representations
or
warranties herein.
ARTICLE
7
7.1
Conditions
to Obligations of VeruTEK and the VeruTEK Shareholders.
The
obligations of VeruTEK and the VeruTEK Shareholders under this Agreement shall
be subject to each of the following conditions:
(a) Closing
Deliveries.
At the
Closing, SSMI shall have delivered or caused to be delivered to VeruTEK and
the
VeruTEK Shareholders the following:
(i)
resolutions
duly adopted by the board of directors of SSMI authorizing and approving the
Exchange and the execution, delivery and performance of this
Agreement;
(ii)
a
certificate of good standing for SSMI from its jurisdiction of incorporation,
dated not earlier than five days prior to the Closing Date;
13
(iii)
written
resignations of all officers and directors of SSMI in office immediately prior
to the Closing, and board resolutions electing the following individuals to
the
positions with SSMI listed opposite their names below:
|
Xxxx
Xxxxxxx
|
President
& Chief Executive Officer, Director
|
|
|
Xxxxxx
Xxxx
|
|
Senior
Vice President, Director of Research and Development,
Director
|
|
Xxxxxxx
Xxxxxxx
|
Senior
Vice President and Chief Financial Officer
|
|
|
Xxxxx
Xxxxxxx
|
Director
|
(iv)
this
Agreement duly executed by SSMI;
(v) all
corporate records, agreements, seals and any other information reasonably
requested by VeruTEK’s representatives with respect to SSMI; and
(vi) such
other documents as VeruTEK or the VeruTEK Shareholders may reasonably request
in
connection with the transactions contemplated hereby.
(b) Representations
and Warranties to be True.
The
representations and warranties of SSMI herein contained shall be true in all
material respects at the Closing with the same effect as though made at such
time. SSMI shall have performed in all material respects all obligations and
complied in all material respects with all covenants and conditions required
by
this Agreement to be performed or complied with by them at or prior to the
Closing.
(c) Debt
Financing/Private Placement.
At the
Closing, SSMI shall have in an escrow account for its benefit no less than
$1,500,000 in gross proceeds resulting from a debt financing of SSMI or private
placement of SSMI’s common stock or securities convertible into common stock,
and such funds shall be released from escrow at the Closing.
(d) SEC
Filings.
At the
Closing, SSMI will be current in all SEC filings required by it to be
filed.
(e) OTCBB
Trading.
SSMI’s
common stock shall be quoted and eligible for trading on the OTC Bulletin Board.
7.2 Conditions
to Obligations of SSMI.
The
obligations of SSMI under this Agreement shall be subject to each of the
following conditions:
(a) Closing
Deliveries.
On the
Closing Date, VeruTEK or the VeruTEK Shareholders shall have delivered to SSMI
the following:
(i) certificates
representing the VeruTEK Shares, duly endorsed in blank or each accompanied
by a
stock power effecting the transfer thereof to SSMI;
(ii)
this
Agreement duly executed by VeruTEK and the VeruTEK Shareholders;
(iii) such
other documents as SSMI may reasonably request in connection with the
transactions contemplated hereby.
14
(b) Representations
and Warranties to be True.
The
representations and warranties of VeruTEK and the VeruTEK Shareholders herein
contained shall be true in all material respects at the Closing with the same
effect as though made at such time. VeruTEK and the VeruTEK Shareholders shall
have performed in all material respects all obligations and complied in all
material respects with all covenants and conditions required by this Agreement
to be performed or complied with by them at or prior to the
Closing.
ARTICLE
8
8.1 Events
of Termination. This Agreement may, by notice given in the manner
hereinafter provided, be terminated and abandoned at any time prior to
completion of the Closing, as follows:
(a) by
VeruTEK if (1) there has been a material Breach by SSMI and, in the case of
a
covenant or agreement Breach, such Breach shall not have been cured within
ten
(10) days after receipt by SSMI of notice specifying particularly such Breach,
(2) if VeruTEK identifies hereafter any fact, circumstance or event that could
be reasonably determined to have a material adverse effect on SSMI and such
fact, circumstance or event is not cured by SSMI within ten (10) days after
receipt by SSMI of notice specifying particularly such fact, event or
circumstance, or (3) if the closing conditions set forth in Article 7 have
not
been satisfied by the close of business on May 15, 2007;
(b) by
SSMI
(1) if there has been a material Breach by VeruTEK and, in the case of a
covenant or agreement Breach, such Breach shall not have been cured within
ten
(10) days after receipt by VeruTEK of notice specifying particularly such
Breach, or (2) if SSMI identifies hereafter any fact, circumstance or event
that
could be reasonably determined to have a material adverse effect on VeruTEK,
or
SSMI following the Merger, and such fact, circumstance or event is not cured
by
VeruTEK within ten (10) days after receipt by VeruTEK of notice specifying
particularly such fact, event or circumstance, or (3) if the closing conditions
set forth in Article 7 have not been satisfied by the close of business on
May
15, 2007; or
(c) at
any
time by mutual written agreement of VeruTEK and SSMI.
This
Agreement may not be terminated after completion of the Closing, except by
mutual agreement of VeruTEK and SSMI.
For
the
purposes of this Article 8, there shall be deemed to be a “Breach”
of
a
representation, warranty, covenant, obligation, or other provision if there
is
or has been (a) any inaccuracy (subject to applicable knowledge and
materiality qualifiers, if any) in, or breach of, or any failure to comply
with,
or perform, such representation, warranty, covenant, obligation, or other
provision, or (b) any claim (by any person) or other circumstance that is
inconsistent with such representation, warranty, covenant, obligation, or other
provision; and the term “Breach” shall be deemed to refer to any such
inaccuracy, breach, failure, claim, or circumstance.
ARTICLE
9
9.1
Notices.
All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally, sent by overnight
courier or mailed by registered or certified mail (postage prepaid and return
receipt requested) to the party to whom the same is so delivered, sent or mailed
at the addresses set forth on the signature page hereof (or at such other
address for a party as shall be specified by like notice).
15
9.2
Interpretation.
The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.
References to Sections and Articles refer to sections and articles of this
Agreement unless otherwise stated.
9.3
Severability.
If any
term, provision, covenant or restriction of this Agreement is held by a court
of
competent jurisdiction to be invalid, void or unenforceable, the remainder
of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated and the parties shall negotiate in good faith to modify this
Agreement to preserve each party's anticipated benefits under this
Agreement.
9.4
Miscellaneous.
This
Agreement (together with all schedules, documents and instruments referred
to
herein): (a) constitutes the entire agreement and supersedes all other prior
agreements and undertakings, both written and oral, among the parties with
respect to the subject matter hereof; (b) except as expressly set forth herein,
is not intended to confer upon any other person any rights or remedies hereunder
and (c) shall not be assigned by operation of law or otherwise, except as may
be
mutually agreed upon by the parties hereto.
9.5 Separate
Counsel.
Each
party hereby expressly acknowledges that it has been advised to seek its own
separate legal counsel for advice with respect to this Agreement, and that
no
counsel to any party hereto has acted or is acting as counsel to any other
party
hereto in connection with this Agreement.
9.6
Governing
Law; Venue.
This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Nevada.
9.7
Counterparts
and Facsimile Signatures.
This
Agreement may be executed in two or more counterparts, which together shall
constitute a single agreement. This Agreement and any documents relating to
it
may be executed and transmitted to any other party by facsimile, which facsimile
shall be deemed to be, and utilized in all respects as, an original, wet-inked
document.
9.8 Amendment.
This
Agreement may be amended, modified or supplemented only by an instrument in
writing executed by SSMI, VeruTEK and the holders of at least 75% of the VeruTEK
Shares.
9.9 Parties
In Interest: No Third Party Beneficiaries.
Except
as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto. This Agreement
shall not be deemed to confer upon any person not a party hereto any rights
or
remedies hereunder.
9.10 Waiver.
No
waiver by any party of any default or breach by another party of any
representation, warranty, covenant or condition contained in this Agreement
shall be deemed to be a waiver of any subsequent default or breach by such
party
of the same or any other representation, warranty, covenant or condition. No
act, delay, omission or course of dealing on the part of any party in exercising
any right, power or remedy under this Agreement or at law or in equity shall
operate as a waiver thereof or otherwise prejudice any of such party's rights,
powers and remedies. All remedies, whether at law or in equity, shall be
cumulative and the election of any one or more shall not constitute a waiver
of
the right to pursue other available remedies.
9.11 Expenses.
At or
prior to the Closing, the parties hereto shall pay all of their own expenses
relating to the transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel and financial
advisers.
16
9.12 Recitals
Incorporated.
The
recitals of this Agreement are incorporated herein and made a part
hereof.
[SIGNATURES
FOLLOW]
17
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the date first written
above.
|
a
Delaware corporation
|
||
| |
|
|
| By: | ||
|
Name: Xxxx Xxxxxxx |
||
| Title: Chief Executive Officer | ||
[SIGNATURE
PAGES OF VERUTEK SHAREHOLDERS AND SSMI FOLLOW]
18
[SIGNATURE
PAGE OF VERUTEK SHAREHOLDERS]
| Name | Signature | |
|
Xxxxxx
Xxxx
|
||
|
Xxxx
Xxxxxxx
|
||
|
Xxxxx
Xxxxxxx
|
||
|
Synergy
Business Consulting, LLC
|
||
|
Xxxxxxx
Xxxxxxx
|
||
|
Xxxx
Xxxxx
|
||
|
Xxxxxxxxx
Xxxxxx
|
||
|
Xxxx
Xxxx
|
||
|
Xxxx
Xxxxxx
|
||
|
Xxxxxx
Byautus
|
||
|
Xxxxxx
Styrene
|
||
|
Xxxxx
Kviestok
|
||
|
Florida
Chemical, Inc.
|
||
|
Xxxxxxx
Xxxxxxxx
|
||
|
Xxx
Xxxxx
|
||
|
Xxxxxxx
Xxxxx
|
19
[SIGNATURE
PAGE OF SSMI]
| SSMI, Inc., a Nevada corporation | ||
| |
|
|
| By: | ||
|
Name: Xxxx Xxxxxxxxxxx |
||
| Title: Chief Executive Officer | ||
|
Xxxx Xxxxxxxxxxx, an individual |
|
Xxxxx Xxxxxx, an individual |
20
SCHEDULE
I
| Name |
Column I
Number of Shares of VeruTEK
|
Column II
Number of Shares of SSMI
|
|||||
|
Xxxxxx
Xxxx
|
12,733.5
|
10,264,776
|
|||||
|
Xxxx
Xxxxxxx
|
4848.5
|
3,775,172
|
|||||
|
Xxxxx
Xxxxxxx
|
2205
|
1,716,772
|
|||||
|
Synergy
Business Consulting, LLC
|
533
|
415,000
|
|||||
|
Xxxxxxx
Xxxxxxx
|
650*
|
506,097
|
|||||
|
Xxxx
Xxxxx
|
100
|
77,854
|
|||||
|
Xxxxxxxxx
Xxxxxx
|
100
|
77,854
|
|||||
|
Xxxx
Xxxx
|
100
|
77,854
|
|||||
|
Xxxx
Xxxxxx
|
50
|
39,010
|
|||||
|
Xxxxxx
Byautus
|
25
|
19,422
|
|||||
|
Xxxxxx
Styrene
|
25
|
19,422
|
|||||
|
Xxxxxxx
Xxxxx
|
-
|
230,000
|
|||||
|
Xxxxx
Kviestok
|
15
|
11,653
|
|||||
|
Florida
Chemical, Inc.
|
15
|
11,653
|
|||||
|
Xxxxxxx
Xxxxxxxx
|
15
|
11,653
|
|||||
|
Xxx
Xxxxx
|
15
|
11,653
|
|||||
|
Total
|
21,432
|
720,000
|
|||||
*Xxxxxxx
Xxxxxxx shares of common stock are contingent as set forth in his Employment
Agreement.
21
SCHEDULE
2.7(a)
VeruTEK
has requested an automatic extension for its 2006 income taxes.
22
SCHEDULE
4.16
SSMI,
Inc. engages services from the following providers: Island Stock Transfer
(transfer agent); Synergy Law Group, LLC (legal); Vintage Filings (XXXXX filing
services); and Xxxxxxx Xxxxxxx, LLP (accounting services).
23
EXHIBIT
A
Form
of
Articles of Exchange (Nevada)
24