EXHIBIT 2.2
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT (the "Plan") is made the 19th day of May, 2005, by and
between Compuprint Inc., a North Carolina corporation ("CPPT"), the principal
stockholders of CPPT Stockholders ("CPPT Stockholders"), Terra Insight
Corporation, a Delaware corporation ("TIC"), and all of the stockholders of TIC
(the "TIC Stockholders");
W I T N E S S E T H:
CPPT wishes to acquire and the TIC Stockholders wish to exchange all of
the outstanding common stock of TIC for common stock of CPPT in a transaction,
if applicable, qualifying as a tax-free exchange pursuant to Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended; and
WHEREAS, TIC and the TIC Stockholders seek to enter into a transaction
with a company with at least $1,750,000 in readily available capital;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, IT IS AGREED:
Section 1
Exchange of Stock
1.1 Number of Shares. The TIC Stockholders agree to transfer to CPPT at
the closing (the "Closing") 100% of the outstanding shares of common stock of
TIC, which are listed in Exhibit A hereof attached hereto (the "TIC Shares"), in
exchange for 35,029,980 shares of the "unregistered" and "restricted" common
voting stock, having a par value of $.0001, of CPPT (the "CPPT Shares"),
provided that, upon Closing CPPT has a minimum of $1.75 million in net available
capital, pursuant to the sale of 2,411,138 shares by CPPT, as described in
Section 1.10 below. All of the present CPPT stockholders own a total of
3,892,220 shares of CPPT post-closing.
The CPPT Shares to be delivered to the TIC Stockholders
pursuant to this Plan have not been, and are not, registered under the
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
such stock is not fully transferable except as permitted under various
exemptions contained in the Securities Act, and the rules of the Securities and
Exchange Commission interpreting the Securities Act. The provisions contained in
this paragraph are intended to ensure compliance with the Securities Act. The
certificates evidencing the CPPT Shares that the TIC Stockholders will receive
shall contain substantially the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR
AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY
ACCEPTABLE TO THE
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COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
1.2 Delivery of Certificates. The transfer of the TIC Shares by the TIC
Stockholders shall be effected by the delivery to CPPT at the Closing of stock
certificates representing the transferred shares duly endorsed in blank or
accompanied by stock powers executed in blank, with all signatures witnessed or
guaranteed to the satisfaction of CPPT and with all necessary transfer taxes and
other revenue stamps affixed and acquired at the TIC Stockholders' expense.
Prior to Closing, CPPT shall deliver irrevocable instructions
to its transfer agent to cause its transfer agent to deliver common stock
certificates for the Shares out of its authorized but unissued common stock to
the TIC Stockholders, as the case may be, and when issued, such CPPT Shares
shall be fully paid and nonassessable. Such stock certificates shall be
delivered at the Closing.
1.3 Further Assurances. At the Closing and from time to time
thereafter, the TIC Stockholders shall execute such additional instruments and
take such other action as CPPT may request in order to exchange and transfer
clear title and ownership in the TIC Shares to CPPT.
1.4 Resignation of Present Directors and Executive Officers and
Designation of New Directors and Executive Officers. On Closing, all of the
directors and executive officers of CPPT shall resign, in seriatim, and
designate the directors and executive officers nominated by TIC, to serve in
their place and stead, until the next respective annual meetings of the
stockholders and Board of Directors of CPPT, and until their respective
successors shall be elected and qualified or until their respective prior
resignations or terminations.
1.5 Name Change. The Board of Directors of CPPT shall adopt resolutions
for an amendment to CPPT's Certificate of Incorporation to change its name
"Terra Insight Corporation," subject, however, to the approval of persons owning
the required number of shares of the outstanding voting securities of CPPT in
accordance with the corporations laws of the State of North Carolina. The CPPT
Stockholders shall approve such amendment. The name change shall be effected
simultaneously with the Closing or as soon thereafter as is practicable.
1.6 Change of Domicile. The Board of Directors of CPPT shall adopt
resolutions for the change its domicile to Delaware, subject, however, to the
approval of persons owning the required number of shares of the outstanding
voting securities of CPPT in accordance with the corporation laws of the State
of North Carolina. The CPPT Stockholders shall approve such reincorporation.
Such change of domicile shall be effected simultaneously with the Closing, or as
soon thereafter as is practicable.
1.7 Assets and Liabilities of CPPT at Closing. CPPT shall have no
material assets and no liabilities at Closing, and CPPT Stockholders shall
indemnify and hold TIC and the TIC Stockholders harmless from, among other
things, any past liabilities that may be discovered and any of the CPPT legal,
accounting, professional fees, transfer agent fees and all other expenses,
incurred through and including the date of Closing, whenever billed.
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1.8 Assets and Liabilities of TIC at Closing. TIC shall have no
material assets and no liabilities at Closing, except as disclosed to CPPT in
writing pursuant to Sections 4.4 and 4.5 of this Plan, and TIC Stockholders
shall, pursuant to Sections 7.1 and 7.3 of this Plan, indemnify and hold CPPT
and the CPPT Stockholders harmless from, among other things, any other past
liabilities solely incurred prior to Closing that have not been disclosed and
are subsequently discovered.
1.9 Capitalization. CPPT has authorized capital of 100,000,000 shares
of common stock and 1 million shares of preferred stock.
1.10 Financing. It shall be a condition of Closing that the sum of a
minimum of $1.75 million net shall be delivered to the CPPT treasury in exchange
for 2,411,138 shares of common stock of CPPT for $1.75 million raised that is
anticipated to be invested by institutional or accredited investors (the
"Financing Shares"). Such financing shall be consummated simultaneously with the
Closing.
1.11 Registration Statement. After the Closing, CPPT shall file a
registration statement that includes the resale of all of the shares of common
stock held by the institutional investors in the financing described in Section
1.10 above.
1.12 Continuing Obligations. The parties shall cooperate with each
other in CPPT's federal reporting obligations.
Section 2
Closing
The Closing contemplated by Section 1.1 shall be held at the offices of
Law Offices of Xxx Xxxxxxx, 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, on or before May 19, 2005, unless another place or time is agreed upon in
writing by the parties. The Closing may be accomplished by wire, express mail or
other courier service, conference telephone communications or as otherwise
agreed by the respective parties or their duly authorized representatives.
Section 3
Representations and Warranties of CPPT and CPPT Stockholders
CPPT and the CPPT Stockholders represent and warrant to, and covenant
with, the TIC Stockholders and TIC as follows:
3.1 Corporate Status. CPPT is a corporation duly organized, validly
existing and in good standing under the laws of the State of North Carolina. The
Company does not have any subsidiaries. CPPT is licensed or qualified as a
foreign corporation in all states in which the nature of its business or the
character or ownership of its properties makes such licensing or qualification
necessary. CPPT is a publicly held company, having previously and lawfully
offered and sold a portion of its securities in accordance with applicable
federal and state securities laws, rules and regulations. CPPT is a "reporting
issuer," as that term is defined under
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the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, and the
rules and regulations promulgated thereunder by the Securities and Exchange
Commission; CPPT is "current" in the filing of all reports required to be filed
by it under the Exchange Act; and such reports are true and correct in every
material respect. There is presently no public market for these or any other
securities of CPPT; however, its common stock is listed on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "OTCBB")
under the symbol "CPPT."
3.2 Capitalization. The authorized capital stock of CPPT consists of
100,000,000 shares of common stock, having a par value of $0.0001 per share, and
1,000,000 shares are classified as "blank check" preferred stock. CPPT will have
3,892,220 shares outstanding on the Closing, all fully paid and non-assessable,
and, with the sale of the Financing Shares, and the issuance of 35,029,980
shares to the TIC stockholders in acquiring their TIC stock, CPPT would have a
total of 41,333,338 shares issued and outstanding after the Closing. CPPT has no
shares of preferred stock presently issued or outstanding. Other than as set
forth herein, and in the Stock Purchase Agreement signed by investors in
connection with the purchase of the Financing Shares, there are no outstanding
options, warrants or calls pursuant to which any person has the right to
purchase any authorized and unissued common stock or preferred stock of CPPT.
3.3 Financial Statements. The financial statements of CPPT furnished to
the TIC Stockholders and TIC, consisting of audited financial statements for the
periods ended December 31, 2002, December 31, 2003, and December 31, 2004,
included in its Form 10-KSB and incorporated herein by reference, and unaudited
financial statements for the period ended March 31, 2004, June 30, 2004 and
September 2004, included in its Form 10-QSBs filing and incorporated herein by
reference, are correct and fairly present the financial condition of CPPT at
such dates and for the periods involved; such statements were prepared in
accordance with generally accepted accounting principles consistently applied,
and no material change has occurred in the matters disclosed therein, except as
set forth in Section 3.5 or in Schedule 3.3. Such financial statements do not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading. CPPT has had no operations, as shown
therein, and, as of this date has, and as of the date of closing shall have, no
debts or other obligations, including, but not limited to, taxes, transfer agent
fees, attorney's fees, accounting fees, rent, wages, printing or mailing costs,
insurance or any other claims or liabilities, whether disclosed or undisclosed.
Sherb & Co., LLP has expressed its opinion with respect to the
audited financial statements which form a part of the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2004, and is an independent
registered public accounting firm as required by the federal securities laws and
the rules and regulations thereunder.
3.4 Undisclosed Liabilities. CPPT has no liabilities of any nature,
whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due. None are
reflected or reserved against in its balance sheets, whether accrued, absolute,
contingent or otherwise, including, without limitation, tax liabilities and
interest due or to become due.
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3.5 Interim Changes. Since the date of its balance sheets, there have
been no (1) changes in financial condition, assets, liabilities or business of
CPPT; (2) damages, destruction or losses of or to property of CPPT, payments of
any dividend or other distribution in respect of any class of stock of CPPT, or
any direct or indirect redemption, purchase or other acquisition of any class of
any such stock; or (3) obligations of any kind incurred as to anyone, including,
but not limited to compensation, retirement benefits or other commitments to
employees, except the removal of liabilities and assets as disclosed in Schedule
3.5.
3.6 Title to Property. CPPT had good and marketable title to all
properties and assets, real and personal, reflected in its balance sheets, and
the properties and assets of CPPT are subject to no mortgage, pledge, lien or
encumbrance, and no default exists.
3.7 Litigation. There is no litigation or proceeding pending, or to the
knowledge of CPPT, threatened, against or relating to CPPT, its properties or
business. Further, no officer, director or person who may be deemed to be an
affiliate of CPPT is party to any material legal proceeding which could have an
adverse affect on CPPT (financial or otherwise), and none is party to any action
or proceeding wherein any has an interest adverse to CPPT.
3.8 Books and Records. From the date of this Plan to the Closing, CPPT
will (1) give to the TIC Stockholders and TIC or their respective
representatives full access during normal business hours to all of its offices,
books, records, contracts and other corporate documents and properties so that
the TIC Stockholders and TIC or their respective representatives may inspect and
audit them; and (2) furnish such information concerning the properties and
affairs of CPPT as the TIC Stockholders and TIC or their respective
representatives may reasonably request, including, but not limited to, any
filings with the OTCBB and the Pink Sheets, CUSIP applications, stock transfer
records, and beneficial ownership information.
3.9 Tax Returns. CPPT has filed all federal and state income or
franchise tax returns required to be filed or has received currently effective
extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if there is no
Closing), CPPT and its representatives will keep confidential any information
which they obtain from the TIC Stockholders or from TIC concerning the
properties, assets and business of TIC. If the transactions contemplated by this
Plan are not consummated by May 19, 2005, CPPT will return to TIC all written
matter with respect to TIC obtained by CPPT in connection with the negotiation
or consummation of this Plan.
3.11 Investment Intent. CPPT is acquiring the TIC Shares to be
transferred to it under this Plan for investment and not with a view to the sale
or distribution thereof, and CPPT has no commitment or present intention to
liquidate TIC or to sell or otherwise dispose of the TIC Shares.
3.12 Corporate Authority. CPPT has full corporate power and authority
to enter into this Plan and to carry out its obligations hereunder and
thereunder and will deliver to the TIC Stockholders and TIC or their respective
representatives at the Closing a certified copy of
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resolutions of its Board of Directors authorizing execution of this Plan by its
officers and performance thereunder, and the sole director adopting and
delivering such resolutions is the duly elected and incumbent director of CPPT.
3.13 Due Authorization. Execution of this Plan and performance by CPPT
hereunder and thereunder have been duly authorized by all requisite corporate
action on the part of CPPT, and this Plan constitutes a valid and binding
obligation of CPPT and performance hereunder and thereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of CPPT.
3.14 Environmental Matters. CPPT has no knowledge of any assertion by
any governmental agency or other regulatory authority of any environmental lien,
action or proceeding, or of any cause for any such lien, action or proceeding
related to the business operations of CPPT. In addition, to the best knowledge
of CPPT, there are no substances or conditions which may support a claim or
cause of action against CPPT or any of its current or former officers,
directors, agents or employees, whether by a governmental agency or body,
private party or individual, under any Hazardous Materials Regulations.
"Hazardous Materials" means any oil or petrochemical products, PCB's, asbestos,
urea formaldehyde, flammable explosives, radioactive materials, solid or
hazardous wastes, chemicals, toxic substances or related materials, including,
without limitation, any substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery
Act and the Federal Water Pollution Control Act.
3.15 Access to Information Regarding TIC. CPPT acknowledges that it has
been delivered copies of what has been represented to be documentation
containing all material information respecting TIC and its present and
contemplated business operations, potential acquisitions, management and other
factors; CPPT further acknowledges that it has had a reasonable opportunity to
review such documentation and discuss it, to the extent desired, with its legal
counsel; opportunity to visit operational sites relevant to TIC's business, and
to ask questions of and receive responses from the directors and executive
officers of TIC, and with the legal and accounting firms of TIC, with respect to
such documentation; and that to the extent requested, all questions raised have
been answered and documents requested have been provided to CPPT to its complete
satisfaction.
3.16 Compliance with Laws. CPPT is and has been in compliance in all
material respects with all laws, rules, regulations, orders, judgments or
decrees that are applicable to it, the conduct of its business as presently
conducted and as proposed to be conducted, and the ownership of its property and
assets (including, without limitation, laws related to occupational safety,
health, wage and hour, and employment discrimination), and CPPT is not aware of
any state of facts, events, conditions or occurrences which may now or hereafter
constitute or result in a violation of any of such laws, rules, regulations,
orders, judgments or decrees or which may give rise to the assertion of any such
violation, except where such violation or violations do not
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have a material adverse effect. All required reports and filings with
governmental authorities have been properly made as and when required, except
where the failure to report or file would not, individually or in the aggregate,
have a material adverse effect. In addition, CPPT is in compliance in all
material respects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002.
3.17 Material Contracts. All contracts, agreements, instruments,
leases, licenses, arrangements, understandings or other documents to which CPPT
is a party or by which it may be bound which are required to be filed as
exhibits to filings with the SEC have been so filed (the "Material Contracts").
The Material Contracts that have been filed as exhibits are complete and correct
copies of the contracts, agreements, instruments, leases, licenses, arrangement,
understanding or other documents of which they purport to be copies. The
Material Contracts are valid and in full force and effect as to CPPT, and, to
CPPT's best knowledge, to the other parties thereto. CPPT is not in violation
of, or default under (and there does not exist any event or condition which,
after notice or lapse of time or both, would constitute such a default under),
the Material Contracts, except to the extent that such violations or defaults,
individually or in the aggregate, could not reasonably be expected to (a) affect
the validity of this Plan, (b) have a material adverse effect, or (c) impair the
ability of CPPT to perform fully on a timely basis any material obligation which
CPPT has or will have under this Plan. To CPPT's best knowledge, none of the
other parties to any Material Contract are in violation of or default under any
Material Contract in any material respect. CPPT has not received any notice of
cancellation or any written communication threatening cancellation of any
Material Contract by any other party thereto. CPPT is not a party to and is not
bound by any contract, agreement or instrument, or subject to any restriction
under its certificate of incorporation, by-laws or other governing documents
that would have a material adverse effect.
3.18 No Integrated Offering. CPPT, nor any of its affiliates, nor any
person acting on its or their behalf, has directly or indirectly made any offers
or sales in any security or solicited any offers to buy any security under
circumstances that would require registration under the Securities Act of the
issuance of the CPPT Shares. The issuance of the CPPT Shares will not be
integrated with any past issuance of CPPT's securities for purposes of the
Securities Act.
3.19 Internal Controls. CPPT 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 generally accepted accounting principles 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. CPPT has established disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for CPPT and designed such disclosure
controls and procedures to ensure that material information relating to CPPT is
made known to the certifying officers by others within those entities,
particularly during the period in which CPPT's most recently filed period report
under the Exchange Act, as the case may be, is being prepared. CPPT's certifying
officers have evaluated the effectiveness of its controls and procedures as of a
date within 90 days prior to the filing date of the most recently filed periodic
report under the Exchange Act (such date, the "Evaluation Date"). CPPT
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presented in its most recently filed periodic report under the Exchange Act 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 CPPT's
internal controls (as such term is defined in Item 307(b) of Regulation S-K) or,
to CPPT's knowledge, in other factors that could significantly affect the
Company's internal controls. CPPT maintains and will continue to maintain a
standard system of accounting established and administered in accordance with
GAAP and the applicable requirements of the Exchange Act.
3.20 Subsidiaries. CPPT does not have any subsidiaries, nor does it
control directly or indirectly or have any direct or indirect equity
participation or similar interest in any corporation, partnership, limited
liability company, joint venture, trust or other business association.
3.21 Duty to Make Inquiry. To the extent that any of the
representations or warranties in this Section 3 are qualified by "knowledge" or
"belief," CPPT represents and warrants that it has made due and reasonable
inquiry and investigation concerning the matters to which such representations
and warranties relate, including, but not limited to, diligent inquiry by its
directors, officers and key personnel.
Section 4
Representations, Warranties and Covenants of TIC
TIC and the TIC Stockholders represent and warrant to, and covenants
with, the CPPT Stockholders and CPPT as follows:
4.1 TIC Shares. The TIC Stockholders are the record and beneficial
owners of all of the TIC Shares listed in Exhibit A. Exhibit A correctly sets
forth the names, addresses and the number of TIC Shares owned by the TIC
Stockholders. All TIC Shares outstanding are fully paid and non-assessable, free
and clear of adverse claims of third parties.
4.2 Corporate Status. TIC is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. TIC is
licensed or qualified as a foreign corporation in the State of New York and
knows of no other state in which the present nature of its business or the
character or ownership of its properties makes such licensing or qualification
necessary in such state at present.
4.3 Capitalization. The authorized capital stock of TIC consists of
50,000,000 shares, having a par value of $0.0004 per share, of which 45,000,000
shares are classified as common stock and 5,000,000 shares are classified as
"blank check" preferred stock. TIC has 10,000,000 shares of common stock
outstanding, all fully paid and non-assessable, and TIC has no shares of
preferred stock issued or outstanding. There are no outstanding options,
warrants or calls pursuant to which any person has the right to purchase any
authorized and unissued common stock or preferred stock of TIC, other than the
present employee options in employment contracts for the three existing
shareholders of TIC, copies of which agreements have been provided to CPPT.
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4.4 Financial Statements. The financial statements of TIC (the "TIC
Financial Statements") furnished to CPPT, consisting of unaudited financial
statements for the period from inception to March 31, 2005, are correct and
fairly present the financial condition of TIC as of these dates and for the
periods involved. A substantial portion of the receivables shown therein have
not been paid and may not be paid to TIC. The TIC Financial Statements do not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading. TIC Financial Statements will be
prepared in accordance with United States generally accepted accounting
principles ("GAAP") applied on a consistent basis throughout the periods covered
thereby, will fairly present the financial condition, results of operations and
cash flows of TIC as of the respective dates thereof and for the periods
referred to therein, and will comply as to form with the applicable rules and
regulations of the SEC for inclusion of such TIC Financial Statements in CPPT's
filings with the SEC as required by the Exchange Act and are consistent with the
books and records of TIC; provided, however, that the TIC Financial Statements
are subject to normal year-end adjustments (which will not be material).
4.5 Undisclosed Liabilities. Except as set forth in Exhibit D, TIC has
no material liabilities of any nature except to the extent reflected or reserved
against in the TIC Financial Statements, whether accrued, absolute, contingent
or otherwise, including, without limitation, tax liabilities and interest due or
to become due.
4.6 Interim Changes. Except as set forth in Exhibit D, since the date
of the TIC Financial Statements, there have been no (1) changes in the financial
condition, assets, liabilities or business of TIC, in the aggregate, that have
been materially adverse, except that, a substantial amount of the receivables
shown therein have not been paid and may not be paid, as previously discussed
with CPPT; (2) damages, destruction or loss of or to the property of TIC,
payment of any dividend or other distribution in respect of the capital stock of
TIC, or any direct or indirect redemption, purchase or other acquisition of any
such stock; or (3) increases paid or agreed to in the compensation, retirement
benefits or other commitments to its employees.
4.7 Title to Property. TIC has good and marketable title to all
properties and assets, real and personal, proprietary or otherwise, reflected in
these balance sheets, and the properties and assets of TIC are subject to no
mortgage, pledge, lien or encumbrance with respect to which no default exists.
4.8 Litigation. Except as set forth in Exhibit D, there is no
litigation or proceeding pending, or to the knowledge of TIC, threatened,
against or relating to TIC or its properties or business. Further, no officer,
director or person who may be deemed to be an affiliate of TIC is party to any
material legal proceeding which could have an adverse effect on TIC (financial
or otherwise), and none is party to any action or proceeding wherein any has an
interest adverse to TIC.
4.9 Books and Records. From the date of this Plan to the Closing, TIC
will (1) give to CPPT and its representatives full access during normal business
hours to all of its offices, books, records, contracts and other corporate
documents and properties so that CPPT may
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inspect and audit them; and (2) furnish such information concerning the
properties and affairs of TIC as CPPT may reasonably request.
4.10 Tax Returns. TIC has filed all federal, foreign and state income
or franchise tax returns required to be filed or has received currently
effective extensions of the required filing dates.
4.11 Confidentiality. Until the Closing (and continuously if there is
no Closing), TIC, the TIC Stockholders and their representatives will keep
confidential any information which they obtain from CPPT concerning its
properties, assets and business. If the transactions contemplated by this Plan
are not consummated by May 19, 2005, TIC and the TIC Stockholders will return to
CPPT all written matter with respect to CPPT obtained by them in connection with
the negotiation or consummation of this Plan.
4.12 Investment Intent. The TIC Stockholders are acquiring the shares
to be exchanged and delivered to them under this Plan for investment and not
with a view to the sale or distribution thereof, and the TIC Stockholders have
no commitment or present intention to liquidate the Company or to sell or
otherwise dispose of the CPPT shares. The TIC Stockholders shall execute and
deliver to CPPT on the Closing an Investment Letter attached hereto as and
incorporated herein by reference, acknowledging the "unregistered" and
"restricted" nature of the shares of CPPT being received under the Plan in
exchange for the TIC Shares, and receipt of certain material information
regarding CPPT.
4.13 Corporate Authority. TIC has full corporate power and authority to
enter into this Plan and to carry out its obligations hereunder and will deliver
to CPPT or its representative at the Closing a certified copy of resolutions of
its Board of Directors authorizing execution of this Plan by its officers and
performance thereunder.
4.14 Due Authorization. Execution of this Plan and performance by TIC
hereunder have been duly authorized by all requisite corporate action on the
part of TIC, and this Plan constitutes a valid and binding obligation of TIC and
performance hereunder will not violate any provision of the Articles of
Incorporation, Bylaws, agreements, mortgages or other commitments of TIC.
4.15 Environmental Matters. TIC has no knowledge of any assertion by
any governmental agency or other regulatory authority of any environmental lien,
action or proceeding, or of any cause for any such lien, action or proceeding
related to the business operations of TIC or its predecessors. In addition, to
the best knowledge of TIC, there are no substances or conditions which may
support a claim or cause of action against TIC or any of its current or former
officers, directors, agents, employees or predecessors, whether by a
governmental agency or body, private party or individual, under any Hazardous
Materials Regulations. "Hazardous Materials" means any oil or petrochemical
products, PCB's, asbestos, urea formaldehyde, flammable explosives, radioactive
materials, solid or hazardous wastes, chemicals, toxic substances or related
materials, including, without limitation, any substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," or "toxic substances" under any applicable federal or state laws or
10
regulations. "Hazardous Materials Regulations" means any regulations governing
the use, generation, handling, storage, treatment, disposal or release of
hazardous materials, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act, the Resource
Conservation and Recovery Act and the Federal Water Pollution Control Act.
4.16 Material Contracts. TIC has provided to CPPT all material
contracts, agreements, instruments, leases, licenses, arrangements,
understandings or other documents to which TIC is a party or by which it may be
bound that are not subject to a confidentiality agreement (the "Material
Contracts"). Except for Material Contracts that are subject to confidentialty ,
the Material Contracts that have been so provided are complete and correct
copies of the contracts, agreements, instruments, leases, licenses, arrangement,
understanding or other documents of which they purport to be copies. The
Material Contracts are valid and in full force and effect as to TIC, and, to
TIC's best knowledge, to the other parties thereto. TIC is not in violation of,
or default under (and there does not exist any event or condition which, after
notice or lapse of time or both, would constitute such a default under), the
Material Contracts, except to the extent that such violations or defaults,
individually or in the aggregate, could not reasonably be expected to (a) affect
the validity of this Plan, (b) have a material adverse effect, or (c) impair the
ability of TIC to perform fully on a timely basis any material obligation which
TIC has or will have under this Plan. To TIC's best knowledge, none of the other
parties to any Material Contract are in violation of or default under any
Material Contract in any material respect. TIC has not received any notice of
cancellation or any written communication threatening cancellation of any
Material Contract by any other party thereto. TIC is not a party to and is not
bound by any contract, agreement or instrument, or subject to any restriction
under its certificate of incorporation, by-laws or other governing documents
that would have a material adverse effect.
4.17 Subsidiaries. TIC has formed Terra Resources, Inc., a Delaware
corporation. TIC does not have any other present subsidiaries.
4.18 Intellectual Property. TIC owns or has the right to use all
Intellectual Property (as defined below) necessary (i) to use, manufacture,
market and distribute the products manufactured, marketed, sold or licensed, and
to provide the services provided, by TIC to other parties (together, the
"Customer Deliverables") and (ii) to operate the internal systems of the TIC
that are material to its business or operations, including, without limitation,
computer hardware systems, software applications and embedded systems (the
"Internal Systems"; the Intellectual Property owned by or licensed to TIC and
incorporated in or underlying the Customer Deliverables or the Internal Systems
is referred to herein as the "TIC Intellectual Property"). Each item of TIC
Intellectual Property will be owned or available for use immediately following
the Closing on substantially identical terms and conditions as it was
immediately prior to the Closing. TIC has taken all reasonable measures to
protect the proprietary nature of each item of TIC Intellectual Property. To the
knowledge of TIC, (a) no other person or entity has any rights to any of the TIC
Intellectual Property owned by TIC except pursuant to agreements or licenses
entered into by TIC and such person in the ordinary course, and (b) no other
person or entity is infringing, violating or misappropriating any of the TIC
Intellectual Property. For purposes of this Agreement, "Intellectual Property"
means all (i) patents and patent applications, (ii) copyrights and registrations
thereof, (iii) computer software, data and documentation, (iv) trade secrets and
confidential business information, whether patentable or unpatentable and
whether or
11
not reduced to practice, know-how, manufacturing and production processes and
techniques, research and development information, copyrightable works,
financial, marketing and business data, pricing and cost information, business
and marketing plans and customer and supplier lists and information, (v)
trademarks, service marks, trade names, domain names and applications and
registrations therefor and (vi) other proprietary rights relating to any of the
foregoing.]
4.19 Access to Information Regarding CPPT. TIC and the TIC Stockholders
acknowledge that they have been delivered copies of what has been represented to
be documentation containing all material information respecting CPPT and its
present and contemplated business operations, potential acquisitions, management
and other factors; that they have had a reasonable opportunity to review such
documentation and discuss it, to the extent desired, with their legal counsel,
opportunity to ask questions of and receive responses from the directors and
executive officers of CPPT, and with the legal and accounting firms of CPPT,
with respect to such documentation; and that to the extent requested, all
questions raised have been answered to their complete satisfaction.
4.20 Operation of Business. Except as contemplated by this Plan, during
the period from the date of this Plan to the Closing, TIC shall conduct its
operations in the ordinary course of its business, consistent with past custom
and practice and in compliance with all applicable laws and regulations and, to
the extent consistent therewith, use its reasonable best efforts to preserve
intact its current business organization, keep its physical assets in good
working condition, keep available the services of its current officers and
employees and preserve its relationships with customers, suppliers and others
having business dealings with it to the end that its goodwill and ongoing
business shall not be impaired in any material respect.
4.21 Duty to Make Inquiry. To the extent that any of the
representations or warranties in this Section 4 are qualified by "knowledge" or
"belief," TIC represents and warrants that it has made due and reasonable
inquiry and investigation concerning the matters to which such representations
and warranties relate, including, but not limited to, diligent inquiry by its
directors, officers and key personnel.
Section 5
Conditions Precedent to Obligations of TIC and the TIC Stockholders
All obligations of TIC and the TIC Stockholders under this Plan are
subject, at their option, to the fulfillment, before or at the Closing, of each
of the following conditions:
5.1 Representations and Warranties True at Closing. The representations
and warranties of CPPT and CPPT Stockholders contained in this Plan shall be
deemed to have been made again at and as of the Closing and shall then be true
in all material respects and shall survive the Closing.
5.2 Due Performance. CPPT and CPPT Stockholders shall have performed
and complied with all of the terms and conditions required by this Plan to be
performed or complied with by it before the Closing.
12
5.3 Officer's and CPPT Stockholders' Certificate. TIC and the TIC
Stockholders shall have been furnished with a certificate signed by the
President of CPPT and CPPT Stockholders, attached hereto as Exhibit B and
incorporated herein by reference, dated as of the Closing, certifying (1) that
all representations and warranties of CPPT and CPPT Stockholders contained
herein are true and correct; and (2) that since the date of the financial
statements (referenced in Section 3.3), there has been no material adverse
change in the financial condition, business or properties of CPPT, taken as a
whole.
5.4 Opinion of Counsel of CPPT. TIC and the TIC Stockholders shall have
received an opinion of counsel for CPPT, dated as of the Closing, to the effect
that (1) the representations of Sections 3.1, 3.2, 3.12 and 3.13 are correct;
(2) except as specified in the opinion, counsel knows of no inaccuracy in the
representations in 3.5, 3.6 or 3.7; and (3) the shares of CPPT to be issued to
the TIC Stockholders under this Plan will, when so issued, be validly issued,
fully paid and non-assessable.
5.5 Assets and Liabilities of CPPT. CPPT shall have no material assets
and no liabilities at Closing, and all costs, expenses and fees incident to the
Plan shall have been paid.
5.6 Resignation of Directors and Executive Officers and Designation of
New Directors and Executive Officers. The present directors and executive
officers of CPPT shall resign, and shall have designated nominees of TIC as
directors and executive officers of CPPT to serve in their place and stead,
until the next respective annual meetings of the stockholders and Board of
Directors of CPPT, and until their respective successors shall be elected and
qualified or until their respective prior resignations or terminations.
5.7 Name Change of CPPT. The requirements of Section 1.5 hereof shall
have been fully satisfied so that CPPT's name may be changed simultaneously with
the Closing, or as soon thereafter as is practicable.
5.8 Change of Domicile. The requirements of Section 1.6 hereof shall
have been fully satisfied so that CPPT's domicile may be changed simultaneously
with the Closing, or as soon thereafter as is practicable.
5.9 Capitalization. The requirements of Section 1.9 hereof shall have
been fully satisfied at Closing.
5.10 Financing. The requirements of Section 1.10 hereof shall have been
fully satisfied simultaneously with the Closing.
5.11 Employment Agreements. All present employees of CPPT shall have
resigned and their written resignations, delivered to TIC, shall include a
representation that each of such former employees has no claims against CPPT or
any affiliate.
Section 6
Conditions Precedent to Obligations of CPPT
13
All obligations of CPPT under this Plan are subject, at its option, to
the fulfillment, before or at the Closing, of each of the following conditions:
6.1 Representations and Warranties True at Closing. The representations
and warranties of TIC and the TIC Stockholders contained in this Plan shall be
deemed to have been made again at and as of the Closing and shall then be true
in all material respects and shall survive the Closing.
6.2 Due Performance. TIC and the TIC Stockholders shall have performed
and complied with all of the terms and conditions required by this Plan to be
performed or complied with by them before the Closing.
6.3 Officer's Certificate. CPPT shall have been furnished with a
certificate signed by the Chief Executive Officer of TIC, attached hereto as
Exhibit C and incorporated herein by reference, dated as of the Closing,
certifying (1) that all representations and warranties of TIC contained herein
are true and correct; and (2) that since the date of the financial statements
(referenced in Section 4.4), there has been no material adverse change in the
financial condition, business or properties of TIC, taken as a whole.
6.4 Opinion of Counsel of TIC. CPPT shall have received an opinion of
counsel for TIC, dated as of the Closing, to the effect that (1) the
representations of Sections 4.2, 4.3, 4.13 and 4.14 are correct; (2) except as
specified in the opinion, counsel knows of no inaccuracy in the representations
in 4.7 or 4.8; (3) the TIC Shares to be delivered to CPPT under this Plan will,
when so delivered, have been validly issued, fully paid and non-assessable.
6.5 Books and Records. The TIC Stockholders or the Board of Directors
of TIC shall have caused TIC to make available all books and records of TIC,
including minute books and stock transfer records; provided, however, only to
the extent requested in writing by CPPT at Closing.
6.6 Acceptance by TIC Stockholders. The terms of this Plan shall have
been accepted by the TIC Stockholders by execution and delivery of a copy of the
Plan and related instruments.
6.7 Employment Agreements. Each of Xxxx Railyan, Xxxxx Xxxxxxxxx and
Xxx Xxxxxxx shall have executed an employment agreement reasonably satisfactory
to Xxxx Railyan, Xxxxx Xxxxxxxxx and Xxx Xxxxxxx as the case may be, and CPPT
and TIC related to the employment of Xxxx Railyan, Xxxxx Xxxxxxxxx and Xxx
Xxxxxxx by TIC.
Section 7
Indemnification
7.1 Indemnification by the TIC Stockholders. The TIC Stockholders shall
indemnify CPPT for claims based solely on or solely arising from: :
(a) any material misrepresentation of the assets or
liabilities of TIC contained in the TIC Financial Statements;
14
(b) any failure of any TIC Stockholder to have good, valid and
marketable title to the issued and outstanding TIC Shares issued in the name of
such TIC Stockholder, free and clear of all adverse claims of third parties; or
(c) any claim by a stockholder or former stockholder of TIC,
or any other person or entity, seeking to assert, or based upon: (i) ownership
or rights to ownership of any shares of stock of TIC; (ii) any rights of a
stockholder, including any option, preemptive rights or rights to notice or to
vote; (iii) any rights under the Articles of Incorporation or Bylaws of the
Company; or (iv) any claim that his, her or its shares were wrongfully
repurchased by TIC.
The sole remedy for any claim against the TIC Stockholders for
indemnification hereunder shall be as provided for in Section 7.3 of this Plan.
7.2 Survival of Representations and Warranties. All representations and
warranties contained in Section 3 and Section 4 of this Plan shall (a) survive
the Closing and any investigation at any time made by or on behalf of CPPT or
the TIC Stockholders and (b) shall expire on the date one year following the
Closing Date.
7.3 Limitations on CPPT's Claims for Indemnification.
(a) CPPT shall not be entitled to recover, or be indemnified
for, damages arising out of a material misrepresentation or breach of warranty
set forth in Section 4 unless and until the aggregate of all such damages
directly resulting therefrom payable by the TIC Stockholders collectively
exceeds $100,000 (the "Damages Threshold"), and then, if such Damages Threshold
is reached, CPPT shall only be entitled to recover from the TIC Stockholders the
amount of damages that exceeds the Damages Threshold; further provided, that, in
no event shall any TIC Stockholder be liable under this Section 7 for any amount
that exceeds the Valuation (at the valuation level per share provided for in
Section 1.10 above) of five percent (5%) of the shares of CPPT common stock that
such TIC Stockholder acquires at Closing pursuant to this Plan; and further
provided, that the amount of damages recoverable by CPPT under this Section 7
from the TIC Stockholders with respect to an indemnity claim shall be reduced by
(i) any proceeds received by CPPT or any present CPPT stockholder or by any
purchaser in the financing described in Section 1.10 above in any sale of CPPT
shares for more than the valuation for such shares provided for in Section 1.10,
to the extent any such sale is for a gross amount in excess of the said
valuation provided for in Section 1.10.
(b) Each TIC Stockholder, at its sole discretion, may elect to
fulfill its obligation pursuant to this Section 7 by payment in cash or payment
in the form of shares of CPPT common stock at "Market Value" (as defined below).
(c) For purposes of Section 7(b), "Market Value" per share of
CPPT common stock is defined as the average of the bid and ask price for the
twenty days preceding and the twenty days following receipt of notice of such
claim for indemnification.
15
(d) A notice for indemnification shall include reasonably
detailed descriptions of the damages incurred in order to compute and verify
such claims for damages and the amount payable by the TIC Stockholders. Unless
otherwise agreed to in writing, payments pursuant to this Section 7 shall be
payable within sixty (60) days following receipt of the notice for
indemnification, subject to reasonable delay in the event that the amount
payable to CPPT as damages cannot be reasonable verified based on the
information provided by CPPT.
Section 8
Termination
Prior to Closing, this Plan may be terminated (1) by mutual consent in
writing; (2) by either the sole director of CPPT or TIC and the TIC Stockholders
if there has been a material misrepresentation or material breach of any
warranty or covenant by the other party; or (3) by either the directors of CPPT
or TIC and the TIC Stockholders if the Closing shall not have taken place,
unless adjourned to a later date by mutual consent in writing, by the date fixed
in Section 2.
Section 9
General Provisions
9.1 Further Assurances. At any time, and from time to time, after the
Closing, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Plan.
9.2 Waiver. Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
9.3 Brokers. Each party represents to the other parties hereunder that
no broker or finder has acted for it in connection with this Plan, and CPPT and
CPPT Stockholders agree to indemnify and hold harmless TIC and the TIC
Stockholders against any fee, loss or expense arising out of claims by brokers
or finders employed or alleged to have been employed by CPPT and/or CPPT
Stockholders.
9.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class registered or certified mail, return receipt requested, as
follows:
If to CPPT: Attn.:Xxx Xxxxxxx, Secretary
Compuprint, Inc. c/o Law Offices of Xxx Xxxxxxx
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax No. 000-000-0000
16
With a copy (which shall not constitute notice) to:
Attn.: Xxxx X. Xxxxxxxxxx, Esq.
Gottbetter & Partners, LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Fax No. 000-000-0000
If to CPPT Stockholders: c/o Attn.: Xxxx X. Xxxxxxxxxx, Esq.
Gottbetter & Partners, LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Fax No. 000-000-0000
If to TIC: Attn.: Xxxxx Xxxxxxxxx
Terra Insight Corporation.
c/o Law Offices of Xxx Xxxxxxx
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: 000-000-0000
With a copy (which shall not constitute notice) to:
Xxx Xxxxxxx, Esq.
Law Offices of Xxx Xxxxxxx
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: 000-000-0000
If to the TIC Stockholders: To the Addresses listed in Exhibit A
9.5 Entire Agreement. This Plan, together with the exhibits and
schedules attached hereto, constitutes the entire agreement between the parties
and supersedes and cancels any other agreement, representation, or
communication, whether oral or written, between the parties hereto relating to
the transactions contemplated herein or the subject matter hereof.
9.6 Headings. The section and subsection headings in this Plan are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Plan.
9.7 Governing Law. This Plan shall be governed by and construed and
enforced in accordance with the laws of the State of New York, except to the
extent preempted by federal law, in which event (and to that extent only),
federal law shall govern. Any proceedings, claims or actions of any kind
hereunder shall be brought in the courts located in the County of New York in
the State of New York.
17
9.8 Assignment. This Plan shall inure to the benefit of, and be binding
upon, the parties hereto and their successors and assigns; provided however,
that any assignment by any party of its rights under this Plan without the prior
written consent of the other parties shall be void.
9.9 Counterparts. This Plan may be executed simultaneously 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.
[signature page follows]
18
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan
of Reorganization effective the day and year first above written.
Compuprint Inc.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
CPPT STOCKHOLDERS
/s/ Xxxxx X. Xxxxxxx
-----------------------------------
___________, CPPT Stockholder
___________, CPPT Stockholder
------------------------
___________, CPPT Stockholder
------------------------
___________, CPPT Stockholder
TERRA INSIGHT CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive Officer
TIC STOCKHOLDERS
/s/ Xxxx Railyan
-----------------------------------
Xxxx Railyan
/s/ Xxxxx Xxxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxxx
/s/ Xxx Xxxxxxx
-----------------------------------
Xxx Xxxxxxx
19
EXHIBIT A
Number of Shares of
Number of Shares CPPT
Owned of to be
Name and Address TIC Received in Exchange
Xxxx Railyan 8,500,000 29,775,483
c/o Law Offices of Xxx Xxxxxxx
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Xxxxxxxxx 1,000,000 3,502,998
c/o Law Offices of Xxx Xxxxxxx
00 Xxxx Xxxxxx,00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxxxxx 500,000 1,751,499
c/o Law Offices of Xxx Xxxxxxx
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
20
EXHIBIT B
CERTIFICATE OF OFFICER AND PRINCIPAL STOCKHOLDERS PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Compuprint Inc., a North Carolina
corporation ("CPPT"), and __________________ , the principal stockholders of
CPPT, represent and warrant the following as required by the Agreement and Plan
of Reorganization by and between Compuprint Inc., CPPT Stockholders, Terra
Insight Corporation, and TIC Stockholders (the "Plan") to TIC and the TIC
Stockholders, to-wit:
1. That the undersigned, ___________, is the President of CPPT
and has been authorized and empowered by its Board of Directors to
execute and deliver this Certificate to TIC and the TIC Stockholders;
2. Based upon the personal knowledge, information and belief
of the undersigned and opinions of counsel for CPPT regarding the Plan:
(i) All representations and warranties of CPPT
contained within the Plan are true and correct;
(ii) CPPT has complied with all terms and provisions
required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in
the financial position of CPPT as set forth in its financial
statements for the periods ended December 31, 2002, December
31, 2003 and December 31, 2004, as referenced in Section 3.3
to the Plan.
Definitions of capitalized terms used herein and not otherwise defined
are as set forth in the Plan.
Compuprint Inc.
By: /s Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
CPPT STOCKHOLDERS
/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Name:
-----------------------------------
Name:
21
EXHIBIT C
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the Chief Executive Officer of Terra Insight
Corporation, a Delaware corporation ("TIC"), represents and warrants the
following as required by the Agreement and Plan of Reorganization by and between
Compuprint Inc., CPPT Stockholders, Terra Insight Corporation, and TIC
Stockholders (the "Plan"), to-wit:
1. That he is the Chief Executive Officer of TIC and has been
authorized and empowered by its Board of Directors to execute and
deliver this Certificate to CPPT;
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of TIC
contained within the Plan are true and correct;
(ii) TIC has complied with all terms and provisions
required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in
the financial position of TIC as set forth in its financial
statements for the period ended March 31, 2005, except as set
forth in the Plan.
Definitions of capitalized terms used herein and not otherwise defined
are as set forth in the Plan.
TERRA INSIGHT CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive Officer
22
EXHIBIT D
Liabilities; Interim Changes; Litigation
[blank]
23
