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EXHIBIT NO. 2
PLAN AND AGREEMENT OF REORGANIZATION
This Plan and Agreement of Reorganization ("Agreement") is entered into
in Xxxxxx County, Texas, this 20th day of July, 1999, by and between
XXXXXXXX.xxx Corporation, a Delaware corporation (hereinafter "Purchaser"), and
the undersigned stockholders of Allied Mortgage Capital Corporation, a Texas
corporation (hereinafter "Allied Capital"), who are individually called
"Stockholder" and collectively called "Stockholders", owners of all of the
outstanding shares of capital stock of Allied Capital.
PLAN OF REORGANIZATION
The Purchaser will acquire from the Stockholders all of the issued and
outstanding shares of capital stock of Allied Capital, in exchange for shares of
voting common stock of the Purchaser. Allied Capital will thereby become a
wholly-owned subsidiary of the Purchaser.
AGREEMENT
In order to consummate such plan of reorganization, the parties hereto
in consideration of the mutual agreements and on the basis of the
representations and warranties hereinafter set forth, do hereby agree as
follows:
ARTICLE 1
TRANSFER OF ALLIED CAPITAL'S CAPITAL STOCK
CONSIDERATION FOR TRANSFER
1.01. Terms and Conditions. Subject to the terms and conditions of this
Agreement, each Stockholder will assign, transfer and deliver to the Purchaser,
at the Closing (as hereinafter defined) on the Closing Date (as hereinafter
defined), certificates for shares of capital stock of Allied Capital duly
endorsed in blank with signatures guaranteed by a state or national bank as set
forth beside their respective signatures on this Agreement.
1.02. Closing Date. At the Closing on the Closing Date, subject to the
terms and conditions of this Agreement, and in full consideration for the
assignment, transfer, and delivery to the Purchaser of all of the issued and
outstanding shares of capital stock of Allied Capital, the Purchaser will
deliver to the Stockholders for each share of Allied Capital they hold forty
thousand (40,000) shares of Purchaser's common stock, par value $.01 per share,
hereinafter referred to as the "Common Stock", such shares to be fully paid and
nonassessable.
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ARTICLE 2
CLOSING
The time of the delivery by the Stockholders of their respective shares
of capital stock of Allied Capital, as provided in Paragraph 1.01 of this
Agreement, and the delivery by the Purchaser of its shares of Common Stock, as
provided in Paragraph 1.02 of this Agreement, is herein called the "Closing
Date", and the acts of delivery are considered conditions of closing and are
sometimes referred to as the "Closing". The Closing Date under this Agreement
shall be that date designated by the Purchaser, but in no event shall the
Closing Date occur later than December 31, 1999. The Closing shall be held at
the offices of Xxxxxx & Xxxxxx, P.C., 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxx, at 10:00 o'clock A.M., Central Standard Time, on the Closing Date unless
either another time or place is mutually agreed upon by the Stockholders and the
Purchaser.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.01. Representations and Warranties of Stockholder. As a material
inducement to the Purchaser to execute and perform its obligations under this
Agreement, each Stockholder represents and warrants to the Purchaser as follows:
(1) Allied Capital is a Texas corporation duly organized and validly
existing and in good standing under the laws of the State of Texas. It has all
requisite corporate power and authority to carry on its business as now being
conducted. Allied Capital has no subsidiaries and, further, has no direct or
indirect interest, either by way of stock ownership or otherwise, in any other
firm, corporation, capital, or business. Allied Capital is duly qualified,
licensed or domesticated and in good standing as a foreign corporation
authorized to do business in each jurisdiction wherein the nature of its
activities conducted or the character of its properties make such qualification,
licensing or domestication necessary.
(2) (a) Allied Capital is duly and lawfully authorized by its
Articles of Incorporation to issue one hundred (100) shares of common stock, par
value $10.00 per share, of which one hundred (100) shares are now validly issued
and outstanding. Further, Allied Capital has no other authorized series or class
of stock. All the outstanding shares of Allied Capital's capital stock have been
duly authorized and validly issued and are fully paid and nonassessable.
(b) Allied Capital is not presently liable on account of any
indebtedness for borrowed monies, except as reflected on the Report described in
subparagraph (4) below.
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(c) There are no outstanding subscriptions, options, warrants,
calls, contracts, demands, commitments, convertible securities or other
agreements or arrangements of any character or nature whatever under which
Allied Capital is or may be obligated to issue or purchase shares of its capital
stock.
(3) Each Stockholder severally for himself is, and at the time of the
Closing on the Closing Date will be, the lawful owner of the shares of capital
stock of Allied Capital set opposite his signature in this Agreement, free and
clear of all liens, claims, encumbrances and restrictions of every kind; the
list of Stockholders and their respective shares opposite the signatures of the
Stockholder in this Agreement contains a complete and accurate list of all of
the Stockholders of Allied Capital and the shares of its capital stock held by
each; each Stockholder has full legal right, power, and authority to sell,
assign, and transfer his shares of Capital stock of Allied Capital; and the
delivery of such shares to the Purchaser pursuant to the provisions of this
Agreement will transfer valid title thereto, free and clear of all liens,
encumbrances, claims, and restrictions of every kind.
(4) The Stockholders have furnished the Purchaser with audited annual
report of Allied Capital as of September 30, 1998 (the "Report"). The Report
fairly represents the financial condition of Allied Capital at such date and the
results of its operations for the period therein specified. Allied Capital owes
no taxes based upon income of taxable years prior to the calendar year 1998, and
the Report reflects liability for taxes based upon income for calendar year
1998. All required tax returns of Allied Capital have been accurately prepared
and duly and timely filed. Any deficiencies resulting from any examinations by
the Internal Revenue Service have been duly paid or are properly reflected in
the Report.
(5) There are no legal actions, suits, arbitrations or other legal or
administrative proceedings pending or threatened against Allied Capital which
would affect it, its properties, assets or business; and neither Allied Capital
nor any Stockholder is aware of any facts which to its knowledge might result in
any action, suit, arbitration or other proceeding which in turn might result in
any material adverse change in the business or conditions (financial or
otherwise) of Allied Capital or its properties or assets. Allied Capital is not
in default with respect to any judgment, order or decree, of any court or any
governmental agency or instrumentality.
(6) The business operation of Allied Capital has been and is being
conducted in accordance with all applicable laws, rules and regulations of all
authorities. Allied Capital is not in violation of, or in default under, any
term or provision of its Articles of Incorporation or its Bylaws, or of any
lien, mortgage, lease, agreement, instrument, order, judgment or decree, or
subject to any restriction, contained in any of the foregoing, of any kind or
character which does or could materially adversely affect in any way the
business,
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properties, assets or prospects of Allied Capital, or which would prohibit the
Stockholders from entering into this Agreement or prevent consummation of the
exchange of securities contemplated by this Agreement.
(7) Since September 30, 1998, there has not been any material adverse
change in, or event or condition materially and adversely affecting, the
condition (financial or otherwise), properties, assets, liabilities, or to the
knowledge of any Stockholder, the business or prospects of Allied Capital.
(8) Allied Capital carries fire, liability and other insurance with
respect to its properties and business in such amounts as are reasonable and
against such risks as are customary in relation to the character and location of
its properties and the nature of its business.
3.02. Representations and Warranties of Purchaser. The Purchaser
represents and warrants to the Stockholders as follows:
(1) The Purchaser is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. It has all requisite
corporate power and authority to carry on its business as now being conducted,
to enter into this Agreement and carry out and perform the terms and provisions
of this Agreement.
(2) The Purchaser's authorized capital stock consists of Fifteen
Million (15,000,000) shares of Common Stock, par value $.01 per share, of which
no shares were validly issued and outstanding, and no employee stock options
were issued and outstanding.
(3) The execution, delivery and performance of this Agreement have been
duly authorized by all requisite corporate action. This Agreement constitutes a
valid and binding obligation of the Purchaser in accordance with its terms
(except as limited by bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights). No provision of the Certificate of
Incorporation, Bylaws, minutes or share certificates of the Purchaser, or of any
contract to which the Purchaser is a party or otherwise bound, prevents the
Purchaser from delivering good title to its shares of such Common Stock in the
manner contemplated hereunder.
(4) All of the shares of the Purchaser's Common Stock to be issued to
the Stockholders pursuant to this Agreement will, when so issued, be validly
issued and outstanding, fully paid and nonassessable.
(5) There are no actions, suits or proceedings pending or, to the
knowledge of any officer or officers of the Purchaser, threatened against the
Purchaser which would materially and adversely affect the Purchaser, its
respective properties or assets or the conduct of its business.
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ARTICLE 4
ACTIONS AND OBLIGATIONS OF THE PURCHASER
AND THE STOCKHOLDERS BEFORE AND AFTER
THE CLOSING AND SECURITIES ACT MATTERS
4.01. Covenants. Each of the Stockholders covenants with the Purchaser
from the date hereof to and including the Closing Date:
(1) Each representation and warranty of the Stockholders set forth in
Paragraph 3.01 of this Agreement shall be true and correct on and as of the
Closing Date.
(2) Except with the prior written consent of the Purchaser to the
contrary, Allied Capital will conduct its affairs and business only in the
ordinary course of business.
(3) Allied Capital will afford the Purchaser, its representatives,
counsel, agents and employees, at all reasonable times and in a manner and under
circumstances which will not cause unreasonable interference with the operation
of Allied Capital's business, access to all of the properties of Allied Capital
and its books, files, records, insurance policies and other corporate books and
records, for the purpose of audit, inspection and examination thereof, and will
do, and cause Allied Capital to do, everything reasonably necessary to enable
the Purchaser to make a complete examination of the assets and properties of
Allied Capital and the condition thereof. No such examination, however, shall
constitute a waiver or relinquishment on the part of the Purchaser of its right
to rely upon the covenants, representations and warranties made by Allied
Capital and the Stockholders in the provisions of this Agreement.
(4) Allied Capital and each of the Stockholders will consult with the
Purchaser at all times up to and including the Closing Date with respect to the
operation of and the conduct of Allied Capital's business, provided that neither
Allied Capital nor the Purchaser shall incur any liability to anyone as a result
of the advice or suggestions offered to Allied Capital or any of the
Stockholders in this connection.
(5) No Stockholder will create or incur, or suffer to exit, any
mortgage, lien, pledge, hypothecation, charge, encumbrance or restriction of any
kind on the shares of Allied Capital's capital stock, which will be assigned,
transferred and delivered to the Purchaser at the Closing on the Closing Date.
4.02. Common Stock. (1) Each Stockholder acknowledges that the shares
of the Purchaser's Common Stock to be delivered to him pursuant to this
Agreement have not and are not being registered under the Securities Act of
1933, hereinafter referred to as the 1933 Act, as amended, prior to the Closing
Date and that, accordingly, such stock is not
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fully transferable except as permitted under various exemptions contained in the
1933 Act and the rules of the Securities and Exchange Commission interpreting
said Act. The provisions contained in this Paragraph 4.02 are intended to ensure
compliance with the 1933 Act.
(2) Each Stockholder covenants, warrants and represents that none of
the shares of Allied Capital's capital stock will be issued to him pursuant to
this Agreement, will be offered, sold, assigned, pledged, hypothecated,
transferred or otherwise disposed of except after full compliance with all of
the applicable provisions of the 1933 Act and the rules and regulations of the
Securities and Exchange Commission thereunder.
(3) Each Stockholder represents and warrants to the Purchaser that he
is acquiring the shares of the Purchaser's Common Stock to be issued to him
under this Agreement for his own account, for investment, and not with a view to
the resale or other distribution thereof; that he presently has no intention of
selling, transferring, hypothecating or otherwise disposing of all or any part
of such shares at any particular time, for any particular price, or upon the
happening of any particular event or circumstances; and that the Purchaser is
relying upon the truth and accuracy of these covenants, warranties and
representations in issuing said shares without first registering the same under
the 1933 Act or the Texas Securities Act.
(4) Each of the Stockholders understands that this offer to exchange
capital stock for Purchaser's Common Stock is being made to the Stockholders
only if all beneficial owners of interests in such Allied Capital shares (such
as a spouse or general partner) are in fact bona fide residents of Texas, and is
being made pursuant to the provisions of the 1933 Act, as amended, excepting
intra-state securities offerings. Recognizing this, the Stockholders represent:
(a) That each Stockholder's residence is within the State of
Texas and that no one else owns an interest, beneficial or otherwise in such
shares whose residence is outside the State of Texas; and
(b) If the Stockholder is a partnership, Allied Capital or
other business entity, that the partnership, Allied Capital or other business
entity has its principal place of business in the State of Texas and that no
partner's, associate's or beneficiary's principal place of business or residence
is outside the State of Texas; and
(c) If the Stockholder is a corporation, that it is a Texas
corporation and that its principal place of business is located in the State of
Texas.
The Stockholders agree to notify the Purchaser promptly if any owner,
direct or indirect, of the Purchaser's shares herein offered becomes a resident
in a state other than
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Texas, or if there is a change in the facts supporting such representations,
prior to the consummation of the exchange.
The Purchaser is hereby granted the right to make such further
investigation as it deems necessary in order to confirm the accuracy of these
representations and may reject at any time the offer made by any one or more
Stockholders herein if it is not satisfied that the aforementioned conditions of
the offer have been met. Each Stockholder further agrees that the certificates
evidencing the shares he will receive shall contain the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"),
and may not be offered for sale, sold or transferred unless a
registration statement under the act is then in effect with respect to
such shares or an exemption from the registration requirement of such
act is then in fact applicable to such sale, transfer, or offer for
sale."
The Purchaser shall also place a "stop transfer" order against transfer
of the shares until one of the conditions set forth above has been met.
(5) If at any time in the future any of the Stockholders should offer,
sell, assign, pledge, hypothecate, transfer or otherwise dispose of any of such
shares of Common Stock without registration under the 1933 Act, as amended, or
such similar federal statute as may then be in effect, such Stockholder hereby
agrees to indemnify and hold harmless the Purchaser against any and from any and
all claims, liabilities, penalties, costs and expenses that may be asserted
against or suffered by the Purchaser as a result of such disposition.
(6) Each Stockholder is either an officer, director, controlling
shareholder, sophisticated investor or a well informed investor (or well
informed investor who has a relationship with the issuer or its principals,
executive officers or directors evincing trust between the Stockholder and the
Purchaser) of the Purchaser and Allied Capital and is knowledgeable about the
nature and the substance of the transaction contemplated herein and of the
operations and business of the Purchaser and Allied Capital.
4.03. Approvals. The Purchaser hereby covenants to and with the
Stockholders as follows:
(1) The Purchaser will use its best efforts to take or cause to be
taken all actions deemed necessary, proper or advisable to consummate the
Agreement, including filing applications and other instruments with, or
obtaining approvals of, governmental bodies to the transactions contemplated by
the Agreement.
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(2) From and after the date of the Agreement to the Closing Date, the
Purchaser will maintain its corporate existence, will not amend its Certificate
of Incorporation or Bylaws, will not issue any securities and will not declare
or make any dividend or other distribution with respect to the outstanding
shares of the Common Stock.
(3) The Purchaser will furnish the Stockholders with all information
reasonably required by the Stockholders to the Purchaser for inclusion in any
application or statement to be made by Allied Capital or the Stockholders to any
regulatory authority in connection with the transactions contemplated by the
Agreement, and the Purchaser represents and warrants that all information
furnished to the Stockholders for such applications and statements shall be true
and correct in all material respects and without omission of any material fact
required to be stated therein to make the information furnished not materially
misleading. The Purchaser shall indemnify and hold harmless Allied Capital and
its officers, directors and Stockholders for and against any and all claims,
charges, liabilities, damages, expenses and costs incurred or paid by such
persons and arising out of or in connection with any material this statement
contained in, or omission of material fact from, information supplied by the
Purchaser to the Stockholders pursuant thereto.
(4) The Purchaser will permit the officers and authorized
representatives of Allied Capital or Stockholders full access to the books and
records of the Purchaser in order that Allied Capital and Stockholders may make
such investigation as it shall deem necessary. The officers of the Purchaser
will furnish Allied Capital and Stockholders with such additional financial data
and such other information relating to the business of the Purchaser as Allied
Capital and Stockholders shall, from time to time, reasonably request.
ARTICLE 5
CONDITIONS PRECEDENT
5.01. Seller Conditions. Except as may be waived in writing by the
Stockholders, the obligations of the Stockholders, and each of them, to sell and
deliver their shares of Capital stock of Allied Capital are subject to the
fulfillment, prior to or at the Closing on the Closing Date, of each of the
following conditions:
(1) The representations and warranties of the Purchaser in Paragraph
3.02 hereof shall be deemed to have been made again on the Closing Date and
shall then be true and correct, subject to any changes contemplated by this
Agreement, and the Stockholders shall not have discovered any material error,
misstatement, or omission therein.
(2) The Purchaser shall have performed and complied with all agreements
or conditions required by this Agreement to be performed and complied with by it
prior to or on the Closing Date.
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(3) No action or proceeding by any governmental body or agency shall
have been threatened, asserted, or instituted to restrain or prohibit the
carrying out of the transactions contemplated by this Agreement.
(4) Prior to the Closing Date, there shall not have occurred any
material adverse change in the financial condition, business or operations of
the Purchaser nor shall any event have occurred which with the lapse of time may
cause or create any material adverse change in its financial conditions,
business or operations.
5.02. Purchaser Conditions. Except as may be waived in writing by the
Purchaser, all of the obligations of the Purchaser under this Agreement are
subject to fulfillment, prior to or at the Closing on the Closing Date, of each
of the following conditions:
(1) The representations and warranties of the Stockholders in Paragraph
3.01 hereof shall be deemed to have been made again on the Closing Date and
shall then be true and correct, subject to any changes contemplated by this
Agreement, and the Purchaser shall not have discovered any material error,
misstatement or omission therein.
(2) Each Stockholder shall have performed and complied with all
agreements or conditions required by this Agreement to be performed and complied
with by them prior to or on the Closing Date.
(3) Prior to the Closing Date, there shall not have occurred any
material adverse change in the financial condition, business or operations of
Allied Capital, nor shall any event have occurred which with the lapse of time
may cause or create any material adverse change in its financial conditions,
business or operations.
(4) The aggregate number of shares of Allied Capital's Capital stock
held by the Stockholders at the Closing on the Closing Date shall constitute one
hundred percent (100%) of all of the issued and outstanding capital stock of
Allied Capital.
(5) No action or proceeding by any governmental body or agency shall
have been threatened, asserted or instituted to restrain or prohibit the
carrying out of the transactions contemplated by this Agreement.
(6) At the time of the Closing the machinery, equipment, inventory or
other tangible property of Allied Capital shall not have suffered loss or damage
on account of fire, flood, accident, act of war, civil commotion or any other
cause or event beyond the
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reasonable power and control of Allied Capital or the Stockholders (whether or
not similar to the foregoing) to an extent which substantially affects the value
of the properties and assets of Allied Capital. Loss or damage shall be
considered to affect substantially the value of said properties and assets
within the meaning of this paragraph if the book value of such properties and
assets so lost or damaged exceeds five percent (5%) in book value of all such
tangible properties and assets.
ARTICLE 6
CONDITION PRECEDENT TO OBLIGATIONS
OF THE PURCHASER AND THE STOCKHOLDERS
The Purchaser, Allied Capital and the Stockholders shall have received
the approval of the transactions contemplated by the Agreement from all
necessary governmental agencies and authorities, and such approvals and the
transactions contemplated hereby shall not have been contested by a federal or
state governmental authority or any third party by formal proceeding. If any
formal proceeding is initiated, the Purchaser or the Stockholders, may, but
shall not be obligated to, pursue the acquisition over such objection.
ARTICLE 7
NATURE AND SURVIVAL OF WARRANTIES
All statements of fact contained herein, any certificate, the Report
delivered pursuant to Subparagraph 3.01(4) hereof, letter, document or other
instrument delivered by or on behalf of the Stockholder or Purchaser, and its
respective officers, pursuant to the terms hereof shall be deed representations
and warranties made by the Stockholders and the Purchaser, respectively, to each
other under this Agreement. For purposes of this Article 7 only, any party or
other person seeking to enforce, or claiming the benefit of, any representation
and warranty hereunder is called a Claimant, and any party or other person
against which right is claimed is called a "Defendant". All representations and
warranties of the parties shall survive the Closing and all inspections,
examinations or audits on behalf of the parties; provided, however, that all
representations and warranties shall terminate and expire, and be without
further force and effect whatever from and after December 31, 2001, hereinafter
referred to as the Expiration Date, and neither party hereto shall have any
liability whatsoever on account of any inaccurate representation or warranty or
for any breach of warranty, unless Claimant shall on or prior to said date,
serve written notice on Defendant, with a copy to Defendant's counsel herein,
setting forth in reasonable detail any damages (including amounts) which
Claimant may have under this Agreement.
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ARTICLE 8
MISCELLANEOUS
8.01. Default. (1) The Purchaser or all of the undersigned Stockholders
may by notice to the other given in the manner hereinafter provided, on or at
any time prior to the Closing Date, terminate this Agreement if default shall be
made by the other party in the observance or in the due and timely performance
of any of its covenants and agreements herein contained, and such default shall
not have been fully cured within fifteen (15) days after receipt of notice
specifying particularly such default.
(2) If the Closing shall not have occurred by 10:00 o'clock
A.M., Central Standard Time, on December 31, 1999, a party which is not then in
default in the observance or in the due or timely performance of any of its
covenants and conditions herein contained may at any time thereafter terminate
this Agreement by giving written notice of termination to the other party. Such
written notice of termination shall be effective upon the delivery thereof in
person to an officer of such party or, if served by mail, upon the receipt
thereof by such party.
(3) The Purchaser may at its option terminate this Agreement
prior to the Closing if Allied Capital has suffered any damage, destruction or
loss (whether or not covered by insurance) materially and adversely affecting
the properties, business or prospects of Allied Capital. Damage, destruction, or
loss shall be considered to materially and adversely affect the properties,
business or prospects of Allied Capital if the book or market value (whichever
is lower) of the assets so damaged, destroyed or lost exceeds five percent (5%)
in book or market value (whichever is lower) of all tangible assets of Allied
Capital.
8.02. Amended or Modified. This Agreement may be amended or modified at
any time and in all respects by an instrument in writing executed by the
President of the Purchaser and all of the undersigned Stockholders.
8.03. Assignable. Neither this Agreement nor any right created hereby
all be assignable by either the Stockholders (or their successors in interest)
or the Purchaser without the prior written consent of the other, except by the
laws of succession. Nothing in this Agreement, expressed or implied, is intended
to confer upon any person, other than the parties hereto and their authorized
heirs, successors or assigns, any rights or remedies under or by reason of this
Agreement.
8.04. Notices. Any notice, communication, request, reply or advice,
hereinafter severally and collectively called "notice", in this Agreement
provided or permitted to be
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given, made or accepted by either party to the other must be in writing and may
be given or be served by depositing the same in the United States mail,
addressed to the party to be notified, postage pre-paid and registered or
certified with return receipt requested, or by delivering the same in person to
an officer of such party. Notice deposited in the mail in the manner hereinabove
described shall be effective only if and when received by the parties to be
notified. For purposes of notice of the addresses of the parties shall, until
changed as hereinafter provided, be as follows:
To the Purchaser: Xx. Xxx Xxxxx
President, XXXXXXXX.xxx Corporation
0000 Xxxxxxxx
Xxxxxxx, Xxxxx 00000
To the Stockholders: Xx. Xxx X. Xxxxx
President, Allied Mortgage Capital Corporation
X.X. Xxx 000000
Xxxxxxx, Xxxxx 00000-0000
8.05. Headings. Paragraph and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
8.06. Invalidity. In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but this Agreement
shall be constructed as if such invalid, illegal or unenforceable provisions had
never been contained therein.
8.07. Applicable Law. This Agreement shall be construed under and in
accordance with the laws of the State of Texas.
8.08. Binding. This Agreement shall be binding on and inure to the
benefit of and be enforceable by the Stockholders and the Purchaser, their
respective authorized heirs, executors, administrators, legal representatives,
successors and assigns except as otherwise expressly provided herein.
8.09. Remedies. This Agreement and all other copies of this Agreement
insofar as they relate to the rights, duties and remedies of the parties shall
be deemed to be one agreement. This Agreement may be executed concurrently in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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8.10. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto, and there are no agreements, understandings,
restrictions, warranties or representations between the parties other than those
set forth herein or herein provided for.
IN WITNESS WHEREOF, the parties hereto have executed this Plan and
Agreement of Reorganization on the date first above set forth.
PURCHASER:
XXXXXXXX.XXX CORPORATION
a Delaware corporation
By:
--------------------------------
Xxx Xxxxx, President
ALLIED CAPITAL:
ALLIED MORTGAGE CAPITAL
CORPORATION, a Texas corporation
By:
--------------------------------
Xxx Xxxxx, President
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STOCKHOLDERS
Number of Shares
Name and Address of Capital Stock Signature
------------------ ----------------- ---------
Xxxxx Xxxxx 99
----------------- --------------------
Xxxxx X. Xxxxx 1
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