SECURITIES PURCHASE AGREEMENT
AND PLAN OF REORGANIZATION
THIS SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
("Agreement") is entered into on September 21, 2001 by and among TEMPLEMORE
ACQUISITION CORP., a Delaware corporation ("Templemore"), and the stockholders
of GREAT NORTHERN HEALTH, INC., a Nevada corporation (the "Company"), listed on
the list of selling stockholders ("List of Selling Stockholders") attached as
Exhibit "A" hereto and who have executed this Agreement ("Selling
Stockholders").
R E C I T A L S
A. Templemore has authorized capital stock consisting of 20,000,000
shares of common stock ("Common Stock"), $.001 par value, and 10,000,000 shares
of preferred stock ("Preferred Stock"), $.001 par value, of which 500,000 shares
of Common Stock and no shares of Preferred Stock are issued and outstanding.
B. The Selling Shareholders are the sole stockholders of the Company.
The Company has authorized capital stock consisting of 25,000,000 shares of
common stock, of which 17,397,500 shares of common stock are issued and
outstanding and owned by he Selling Shareholders (collectively, the "Company
Shares") .
C. The Selling Stockholders wish to sell, and Templemore wishes to
acquire, all of the Company Shares on the Closing Date (as defined below), in
exchange for Templemore's transfer to the Selling Stockholders of an aggregate
of 2,000,000 shares ("Templemore Shares") of Common Stock, subject to and upon
the terms and conditions hereinafter set forth.
A G R E E M E N T
It is agreed as follows:
1. SECURITIES PURCHASE AND REORGANIZATION.
1.1 AGREEMENT TO EXCHANGE SECURITIES. Subject to the terms and upon
the conditions set forth herein, each Selling Stockholder agrees to sell,
assign, transfer and deliver to Templemore, and Templemore agrees to purchase
from each Selling Stockholder, at the Closing, the Company Shares owned by the
respective Selling Stockholder as set forth on the List of Selling Stockholders,
in exchange for the transfer, at the Closing, by Templemore to each Selling
Stockholder of a pro rata share of the Templemore Shares. A Selling
Stockholder's pro rata share of the Templemore Shares shall be determined by
multiplying the total number of the Templemore Shares (i.e., 2,000,000 shares of
Common Stock) by a fraction, the numerator of which is the total number of
Company Shares owned by the Selling Stockholder at the Closing and the
denominator of which is the total number of Company Shares issued and
outstanding at the Closing.
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1.2 INSTRUMENTS OF TRANSFER.
(a) THE COMPANY SHARES. Each Selling Stockholder shall deliver
to Templemore at the Closing Date certificates evidencing all of the Company
Shares owned by the Selling Stockholder, along with duly executed stock powers
in form and substance satisfactory to Templemore, in order to effectively vest
in Templemore all right, title and interest in and to the Company Shares owned
by the Selling Stockholder. From time to time after the Closing Date, and
without further consideration, the Selling Stockholders will execute and deliver
such other instruments of transfer and take such other actions as Templemore may
reasonably request in order to more effectively transfer to Templemore the
securities intended to be transferred hereunder.
(b) TEMPLEMORE SHARES. Templemore shall deliver to the Selling
Stockholders on the Closing Date original certificates evidencing the Templemore
Shares, in form and substance satisfactory to the Selling Stockholders, in order
to effectively vest in the Selling Stockholders all right, title and interest in
and to the Templemore Shares. From time to time after the Closing Date, and
without further consideration, Templemore will execute and deliver such other
instruments and take such other actions as the Selling Stockholders may
reasonably request in order to more effectively issue to them the Templemore
Shares.
1.3 CLOSING. The closing ("Closing") of the exchange of the The
Company Shares and the Templemore Shares shall take place at the offices of the
Company, at Newport Beach, CA, at 4:00 p.m., local time, on September 21, 2001,
or at such other time and place as may be agreed to by the Selling Shareholders
and Templemore ("Closing Date").
2. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS. Each
Selling Stockholder severally represents, warrants and covenants to and with
Templemore with respect to himself, as follows:
2.1 POWER AND AUTHORITY. The Selling Stockholder has all requisite
power and authority to enter into and to carry out all of the terms of this
Agreement and all other documents executed and delivered in connection herewith
(collectively, the "Documents"). All individual action on the part of the
Selling Stockholder necessary for the authorization, execution, delivery and
performance of the Documents by the Selling Stockholder has been taken and no
further authorization on the part of the Selling Stockholder is required to
consummate the transactions provided for in the Documents. When executed and
delivered by the Selling Stockholder, the Documents shall constitute the valid
and legally binding obligation of the Selling Stockholder enforceable in
accordance with their respective terms.
2.2 OWNERSHIP OF AND TITLE TO SECURITIES. To his knowledge, the
recitals to this Agreement accurately and completely describe the authorized,
issued and outstanding capital stock of the Company. Exhibit A to this Agreement
accurately and completely sets forth all of the capital stock of the Company
owned by the Selling Stockholder and, to his knowledge, the other stockholders
of the Company. There are no warrants, options, subscriptions, calls, or other
similar rights of any kind for the issuance or purchase of any securities of the
Company held by the Selling Stockholder or, to his knowledge, any other person.
The Selling Stockholder represents that the Selling Stockholder has and will
transfer to Templemore good and marketable
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title to the Company Shares which he owns, free and clear of all pledges,
security interests, mortgages, liens, claims, charges, restrictions or
encumbrances, except for any restrictions imposed by federal or state securities
laws..
2.3 INVESTMENT AND RELATED REPRESENTATIONS. The Selling Stockholder
is aware that neither the Templemore Shares nor the offer or sale thereof to the
Selling Stockholder has been registered under the Securities Act of 1933, as
amended ("Securities Act"), or under any state securities law. The Selling
Stockholder understands that the Templemore Shares will be characterized as
"restricted" securities under federal securities laws inasmuch as they are being
acquired in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without
registration under the Securities Act only in certain limited circumstances. The
Selling Stockholder agrees that the Selling Stockholder will not sell all or any
portion of Templemore Shares except pursuant to registration under the
Securities Act or pursuant to an available exemption from registration under the
Securities Act. The Selling Stockholder understands that each certificate for
Templemore Shares issued to the Selling Stockholder or to any subsequent
transferee shall be stamped or otherwise imprinted with the legend set forth
below summarizing the restrictions described in this Section 2.3 and that
Templemore shall refuse to transfer the Templemore Shares except in accordance
with such restrictions:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT").
THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION
OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED UNDER THE 1933 ACT.
The Selling Stockholder acknowledges having received and
reviewed Templemore's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB
(collectively, the "SEC Reports"). The Selling Stockholder further acknowledges
that Templemore has given to the Selling Stockholder and his counsel,
accountants and other advisors, agents, consultants and representatives , full
access to all of the properties, books, contracts, commitments and records of
Templemore, and has furnished or will furnish all such information concerning it
(including its operations, financial condition and business plan) as the Selling
Stockholder has requested or may request.
3. REPRESENTATIONS AND WARRANTIES OF TEMPLEMORE. Templemore represents,
warrants and covenants to and with each of the Selling Stockholders as follows:
3.1 ORGANIZATION AND GOOD STANDING. Templemore is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware and has
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full corporate power and authority to enter into and perform its obligations
under this Agreement.
3.2 CAPITALIZATION. The recitals to this Agreement accurately
and completely describe the authorized, issued and outstanding capital stock of
Templemore. All outstanding shares of Common Stock have been duly authorized and
validly issued, and are fully paid, nonassessable, and free of any preemptive
rights. There are no agreements, options, warrants or other rights to purchase
from Templemore any of Templemore's authorized and unissued Preferred Stock or
Common Stock, and there are no voting, pooling or voting trust agreements,
arrangements or contracts known to Templemore by and among Templemore, its
shareholders, or any of them.
3.3 NO GOVERNMENTAL OR OTHER PROCEEDING OR LITIGATION. Templemore
represents that, to its knowledge, no order of any court or administrative
agency is in effect which restrains or prohibits Templemore from consummating
the transactions contemplated hereby, and no suit, action, investigation,
inquiry or proceeding by any governmental body or other person or legal or
administrative proceeding has been instituted or threatened which questions the
validity or legality of Templemore's consummation of the transactions
contemplated hereby.
3.4 VALIDITY OF TRANSACTIONS. This Agreement, and each document
executed and delivered by Templemore in connection with the transactions
contemplated by this Agreement, and the performance of the transactions
contemplated therein have been duly authorized, executed and delivered by
Templemore and is each the valid and legally binding obligation of Templemore,
enforceable in accordance with its terms, except as limited by applicable
bankruptcy, insolvency reorganization and moratorium laws and other laws
affecting enforcement of creditor's rights generally and by general principles
of equity. The Templemore Shares issuable hereunder, when issued in accordance
with the terms of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable. The Templemore Shares will be free of any liens or
encumbrances, except for any restrictions imposed by federal or state securities
laws.
3.5 APPROVALS AND CONSENTS. Templemore represents that, to its best
knowledge, there are no permits, consents, mandates or approvals of public
authorities, either federal, state or local, or of any third party necessary for
the Selling Stockholder's consummation of the transactions contemplated hereby.
3.6 DISCLOSURE; NO ASSETS OF LIABILITIES. Templemore represents and
warrants that the SEC Reports are accurate and complete in all material
respects, taken as a whole, and Templemore does not have any assets,
liabilities, agreements, commitments or operations except as set forth in the
SEC Reports.
4. MISCELLANEOUS.
4.1 CUMULATIVE REMEDIES. Any person having any rights under any
provision of this Agreement will be entitled to enforce such rights
specifically, to recover damages by
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reason of any breach of any provision of this Agreement, and to exercise all
other rights granted by law, which rights may be exercised cumulative and not
alternatively.
4.2 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not.
4.3 SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement or the other documents.
4.4 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts when taken together will constitute one and
the same agreement.
4.5 ENTIRE AGREEMENT. This Agreement constitutes the entire agree-
ment and understanding of the parties with respect to the subject matter
thereof, and supersedes all prior and contemporaneous agreements and
understandings.
IN WITNESS WHEREOF, each of the parties to this Agreement has
executed or caused this Agreement to be executed as of the date first above
written.
"Templemore"
TEMPLEMORE ACQUISITION CORP.,
a Delaware corporation
By:
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Xxxxxx Xxxxxxxxxxx,
Chief Executive Officer
[Signatures of Selling Stockholders Appear on Exhibit A]
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EXHIBIT A
LIST OF SELLING STOCKHOLDERS
Number of The Company
Name and Address of Shares Owned by Selling
Selling Stockholder Signature Stockholder
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Selling Shareholders /s/ 17,397,500
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