IN THE OFFICE
OF THE SECRETARY 0F STATE OF THE
STATE OF NEVADA
MAY 12 1988
XXXXXXX XXX DEL PAPA
SECRETARY OF STATE
/s/ Xxxxxxx Xxx Del Papa
No. 973-85
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated this 21st day of March, 1988
by and between Ximberley Corporation, a Utah Corporation (hereinafter called
"Ximberley"), and Advanced Precision Technology, Inc., a Nevada Corporation,
hereinafter called "Advanced"), and Precision Tank Testing, a Nevada
Corporation, (hereinafter called "PTT".).
PLAN OF REORGANIZATION
The reorganization will comprise in general the conveyance by Xxxxxxxxx
to Advanced of all of the assets of Xxxxxxxxx, the issuance by Advanced to
Ximberley of shares of Advanced's common stock, as hereinafter set forth, and
the subsequent dissolution of Ximberley with the concomitant distribution of
Advanced shares to stockholders. The company has set up a subsidiary, Advanced
Precision Technology, Inc., a corporation under the laws of the State of
Nevada, in which Ximberley owns all outstanding stock. The company proposes to
sell all of its assets and liabilities to Advanced, in exchange for common
stock, thereby changing its domicile from the State of Utah to the State of
Nevada. The change of domicile will have the advantage of reducing the future
taxes to the company. The chance in domicile is made in reliance to the
exemption provided by the Securities Act of 1933, as amended, Rule 145(a)(2)
and 145(a)(3). The company proposes to sell its assets and liabilities for
5,500,000 shares of Advanced $0.001 (one tenth cent) par value common stock.
The company will then effect a distribution of the Advanced shares to its
shareholders in exchange for their Ximberley stock. The 100 shares issued to
Ximberley when it incorporated Advanced as a subsidiary, shall be returned to
the Advanced Treasury. The acquisition of all the outstanding shares of
Precision Tank Testing, a Nevada Corporation for 22,000,000 of investment
common stock will then be completed by Advanced, and PTT will distribute the
shares to its shareholders, wind up business, and dissolve. Said shares when
issued to be Restricted and issued for investment purposes only, in compliance
with Rule 144 of the Securities and Exchange Act of 1933, as amended. The
shareholders of PTT would then own investment stock of Advanced.
AGREEMENT
In order to consummate the foregoing plan of reorganization, and in
consideration of the promises and of the representations and undertakings
herein set forth, the parties agree as follows:
1. The reorganization, pursuant to the provisions of section 368(a)(1)(c)
of the Internal Revenue Code of 1954, as amended, and the Securities Act of
1933, as amended, Rule 145(a)(2) and 145(a)(3), will involve the acquisition
by Advanced of all of the property, assets, good will, name, business, and
5,500,000 outstanding Common Stock Shares of Ximberley, in ex-
change solely for Five Million Five Hundred Thousand (5,500,000)shares, of
one-tenth cent par value common stock Advanced Representing then One Hundred
Percent (100%) of Advanced's outstanding stock and The Acquisition of all the
outstanding shares of PTT in exhange for 22,000,000 shares of Investment Stock
and PTT distributing the shares to the shareholders of PTT, winding up its
business and dissolve, and the issuance of investment shares as a finder's
fee in this transaction when completed
2. Ximberley is a Corporation duly organized and existing under the laws
of the State of Utah, with authorized capital stock consisting of 50,000,000
shares of common voting stock with a par value of $0.001 per share. Five
Million, Five Hundred Thousand (5,500,000) of Xxxxxxxx's common shares will be
duly issued and outstanding upon the consummation of the proposed
reorganization.
3. it is understood by the parties that the balance sheet of Xxxxxxxxx as
of September 30, 1987 is audited and Ximberley warrants that such balance
sheet fairly represents the financial position of Ximberley as of such date.
4. It is understood, and Xxxxxxxxx hereby represents, that Xxxxxxxxx has
good and marketable title to all the properties it purports to convey by this
agreement as described in the balance sheet as of September 30, 1987, referred
to in paragraph 3 above.
5. It is understood and Xxxxxxxxx represents that Xxxxxxxxx is not a
party to any pending or threatened litigation which might adversely affect the
assets of Ximberley which are to be transferred to Advanced.
6. All taxes which Xxxxxxxxx is required by law to pay in regard to the
assets to be transferred have been or will be duly paid for all periods up to
and including the date on which this agreement is signed.
7. It is understood, and Xxxxxxxxx represents, that the assets to be
transferred by Xxxxxxxxx have not, since negotiations commenced between the
parties, been materially or adversely affected as a result of any fire,
explosion, earthquake, flood, drought, windstorm, accident, strike, embargo,
confiscation of vital equipment, materials or inventory, or acts of God.
8. After acquiring 5,500,000 shares, or approximately 100% of the voting
shares of Advanced as herein agreed, Xxxxxxxxx shall dissolve and distribute
such shares to its individual shareholders.
9. Ximberley will bear the cost of its own accounting and attorney's
fees, and administrative costs incurred in connection with this transaction.
10. Ximberley hereby warrants that Ximberley stock has been listed and
quoted in the inter-dealer quotation services, and that the stock will be
listed and quoted at the time the reorganization is completed and effected.
11. Advanced is a corporation duly organized and existing under the laws
of the State of Nevada, with authorized capital stock consisting of
100,000,000 shares of common stock with a par value of $0.001 per share, all
having full voting power; and of
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which 100 shares will have been duly issued and will be outstanding, fully
paid and non-assessable on April 1, 1988 to one shareholder, Ximberley
Corporation.
12. Advanced has not caused, and will not cause, suffer nor permit prior
to the closing of this reorganization
(a) Any change in the condition (financial or otherwise) of its
assets, liabilities or business.
(b) Any damage destruction or loss (whether or not covered by
insurance) adversely affecting the business or any of the properties of
Advanced or of any item carried on the accounts of Advanced.
(c) Any declaration, setting aside a payment of any dividend or other
distribution in respect to any of Advanced's capital stock, or any direct or
indirect redemption, purchase or other acquisition of any such stock.
(d) Any increase in the compensation payable or to become payable by
Advanced to any of its officers, employees, or agents, or any bonus payment or
arrangement made with any or to any of them.
(e) Any event or condition of any character adversely affecting the
business or properties of Advanced shall furnish a statement, which shall be a
true and complete statement of Advanced's financial condition and of its
assets and liabilities, and warrants that no liabilities are outstanding which
are not reflected on said balance sheet, excepting liabilities, such as
attorneys' and accountants' fees and administrative costs incurred in
connection with this transaction.
13. Advanced shall bear the costs of its own accountants' and attorneys'
fees, and its own administrative costs which it incurs in connection with this
transaction.
14. Prior to or at the time of the consummation of this transaction,
Xxxxxxxxx shall furnish to Advanced a complete and accurate list of its
shareholders and outstanding securities, certified by the transfer agent as of
the record date for its shareholders' meeting held to consider this
transaction.
15. In exchange for all of the assets of Ximberley, Advanced shall issue
to Ximberley 5,500,000 shares of its common stock, bringing the total of
issued and outstanding shares of Advanced to not more than 5,500,000 shares,
as of the date the reorganization is to be effected. Upon dissolution,
Ximberley shall distribute the Advanced shares to its shareholders at the rate
a+ one share of Advanced for each one share of Ximberley. No fractional shares
shall be issued.
16. Precision Tank Testing, (PTT) is a corporation duly organized and
existing under the laws of the State of Nevada with authorized capital stock
consisting of 50,000,000 shares of common stock with a par value of $0.001 per
share, all having full voting power; and of which 2,000,000 shares will have
been duly issued and will be outstanding, fully paid and non-assessable on
April 1, 1988.
17. PTT has not caused, and will not cause, suffer nor permit prior to
the closing of the reorganization:
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(a) Any change in the condition (financial or otherwise) of its
assets, liabilities or business.
(b) Any damage, destruction or loss (whether or not covered by
insurance) adversely affecting the business or any of the properties of PTT or
of any item carried on the accounts of PTT.
(c) Any declaration, setting aside a payment of any dividend or other
distribution in respect to any of PTT's capital stock, or any direct or
indirect redemption, purchase or other acquisition of any such stock.
(d) Any increase in the compensation payable or to become payable by
PTT to any of its officers, employees, or agents, or any bonus payment or
arrangement made with any or to any of them.
(e) Any event or condition of any character adversely affecting the
business or properties PTT. Prior to the signing of this agreement, PTT shall
furnish a statement, which shall be a true and complete statement of PTT's
financial condition and of its assets and liabilities, and warrants that no
liabilities are outstanding which are not reflected on said balance sheet,
excepting liabilities, such as attorneys' and accountants' fees and
administrative costs incurred in connection with this transaction.
18. PTT shall bear the costs of its own accountants and attorneys' fees,
and its own administrative costs which it incurs in connection with this
transaction.
19. Prior to or at the time of the consummation of this transaction, PTT
shall furnish to Ximberley and Advanced a complete and accurate list of its
shareholders and outstanding securities, certified by the transfer agent as of
the record date for its shareholders' meeting held to consider this
transaction.
20. In exchange far all of the outstanding common stock of PTT, Advanced
shall issue to PTT 22,000,000 shares of its investment common stock, of PTT
over a period of 3 years, with the issuance on the annual dates as follows:
8,000,000 shares on April 1, 1988, 7,000,000 shares on April 1, 1989 and the
balance on April 1, 1990, bringing the total of issued and outstanding shares
of Advanced to not more than 13,500,000 shares, as of April 1, 1988, the date
the reorganization is effective, at which time the shareholders of PTT would
then own investment common stock of Advanced. Upon completion of the
reorganization PTT shall distribute the Advanced first issuance of 8,000,000
shares of investment common stock to its shareholders at the rate of one share
of Advanced for each 0.25 shares of PTT. No fractional shares shall be issued.
The remaining 7,000,000 shares to be issued on April 1, 1989 and the 7,000,000
shares to be issued an April 1, 1990 will be issued by the transfer agent to
the shareholders, using the same ratio affecting the 8,000,000 shares to be
issued on April 1, 1988. The investment shares, if issued for a finder's fee,
Will be issued when the transaction is completed, making a total of 13,500,000
shares outstanding, plus finder's fee, for Advanced on April 1, 1988.
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21. All the parties to this Agreement are cognizant of an Agreement and
Contract dated March 31, 1988 between Precision Tank Testing, a Nevada
Corporation and Marketing Consultants, wherein "PTT" has agreed to perform
certain terms and conditions that will affect Advanced after the completion of
the Agreement and Plan of Reorganization. As part consideration under this
Agreement and Plan of Reorganization, Advanced agrees to comply with all the
terms and conditions agreed to and required of Precision Tank Testing under
the Agreement and Contract dated March 31, 1988, as it is an integral part of
the structure of PTT's commitments on their obligations pertaining to their
entering into the Agreement with Ximberley Corporation.
22. It is understood by and between all of the parties hereto that the
representations made by the parties in negotiations leading up to this
Agreement and terms of this Agreement are material and that the parties have
entered into this Agreement in reliance on said representations. In the event
Ximberley is held liable for any damage or expense incurred due to Xxxxxxxxx's
reliance on representations made by Advanced, then Advanced shall indemnify
and hold harmless Ximberley for any and all such damage and expenses
including, but not limited to, costs and attorneys' fees. In the event
Advanced is held liable for any damage or expense incurred due to Advanced's
reliance on representations by Xxxxxxxxx, then Xxxxxxxxx shall indemnify and
hold harmless Advanced for any and all such damage and expenses including, but
not limited to, costs and attorneys' fees. In the event Advanced is held
liable for any damage or expense incurred due to Advanced's reliance on
representations made by PTT, then PTT shall indemnify and hold harmless
Advanced for any and all such damage and expenses including, but not limited
to costs and attorneys' fees. In the event PTT is held liable for any damage
or expense incurred due to PTT reliance on representations by Advanced, then
Advanced shall indemnify and hold harmless PTT for any and all such damage and
expenses including, but not limited to, costs and attorneys' fees.
23. The Agreement and Plan of Reorganization is made and entered into
subject to approval of the shareholders of Ximberley, Advanced and of PTT.
Each party shall call a meeting of its shareholders on or before Friday, April
1, 1988, in order to obtain shareholder ratification of the Agreement and Plan
of Reorganization. If a favorable vote of the shareholders of each party is
received at the April 1, 1988 meetings, then the reorganization shall be
effected on the 25th day of April, 1988. If the shareholders of either or both
parties hereto shall fail to approve this Agreement and Plan of
Reorganization, the parties shall each bear their own costs and damages
resulting from the resultant failure of the reorganization. The above time
table and dates may be extended at the request of either party, by mutual
agreement of the parties.
24. At any time prior to the consummation of the Plan of Reorganization
on April 25th, 1988, the Board of Directors of any of the parties hereto may,
by formal resolution of the Board,
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withdraw from the Agreement and Plan of Reorganization. Notice of such
withdrawal together with a copy of the resolution, shall be served upon the
other parties to the contract; and in the event any party exercises its option
to withdraw as set forth here herein, it is mutually agreed that neither of
the parties shall seek to impose any liability upon the other as a result of
the failure of the reorganization. Each party will bear its own costs and
damages which may result from a failure of the reorganization for any reason
whatsoever.
25. This Agreement has been signed by the officers of the respective
parties, and is subject to approval of the respective Boards of Directors.
Such approval shall be by formal resolution, copies of which shall be
exchanged by the Parties as soon as such approval is received. The Agreement
is also expressly made subject to compliance with federal and state laws.
IN WITNESS WHEREOF, the parties hereto executed this Agreement and Plan of
Reorganization on the day and year first written above.
Ximberley Corporation, a Utah Corporation
by /s/ Xxxxx X Xxxxxxx
---------------------------
President
Advanced Precision Technology, Inc., (Global Technology, Ltd),
a Nevada Corporation
by /s/ Xxxxx X. Xxxxxxx
----------------------------
President
Precision Tank Testing, a Nevada Corporation
by /s/
-------------------------------
President - Director
/s/
---------------------------------
Vice President - Director
/s/
---------------------------------
Secretary - Director
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