EXHIBIT 10.2
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made
this 18th day of September 2006, by and between Princeton Security Technologies,
Inc., a Nevada corporation ("Princeton Security") and Princeton Gamma-Tech
Instruments, Inc., a New Jersey corporation ("Princeton Gamma"), based on the
following:
RECITALS
The parties desire to enter into this Agreement to set forth the terms
and conditions of the corporate reorganization pursuant to which Princeton
Security will acquire at least eighty percent of the issued and outstanding
stock of Princeton Gamma in exchange for stock of Princeton Security. The
exchange of stock is intended to qualify as a tax-free exchange pursuant to
section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. The
parties intend for this Agreement to represent the terms and conditions of such
tax-free reorganization, which Agreement the parties hereby adopt.
AGREEMENT
Based on the stated premises, which are incorporated herein by
reference, and for and in consideration of the mutual covenants and agreements
hereinafter set forth, the mutual benefits to the parties to be derived
herefrom, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, it is hereby agreed as follows:
ARTICLE I
EXCHANGE OF STOCK
1.01 EXCHANGE OF SHARES. On the terms and subject to the conditions set
forth in this Agreement, on the Closing Date (as defined in SECTION 1.05
hereof), Princeton Gamma will take reasonable commercial steps to have each of
its stockholders (as set forth in the attached Exhibit A) (the "Princeton Gamma
Stockholders") assign, transfer, and deliver to Princeton Security, free and
clear of all liens, pledges, encumbrances, charges, restrictions, or claims of
any kind, nature, or description, one hundred percent of the issued and
outstanding shares of common stock of Princeton Gamma (the "Princeton Gamma
Shares") held by Princeton Gamma Stockholders which shares shall represent all
of the issued and outstanding shares of Princeton Gamma common stock, and
Princeton Security agrees to acquire such shares on such date by issuing and
delivering in exchange therefor an aggregate of nine million three hundred
thousand (9,300,000) restricted shares of Princeton Security common stock, par
value $0.001 per share, (the "Princeton Security Common Stock"). Such shares of
Princeton Security Common Stock shall be issued pro rata based on the number of
Princeton Gamma Shares held and as set forth opposite the Princeton Gamma
Stockholder's respective names in Exhibit A. All nine million three hundred
thousand shares (9,300,000) shares of Princeton Security Common Stock to be
issued and delivered pursuant to this Agreement shall be appropriately adjusted
to take into account any stock split, stock dividend, reverse stock split,
recapitalization, or similar change in the Princeton Security Common Stock which
may occur between the date of the execution of this Agreement and the Closing
Date. Princeton Security will not issue fractional shares of its Common Stock in
connection with the forgoing exchange. Instead, if any shareholder of Princeton
Gamma would otherwise be entitled to a fractional share upon exchange thereof,
Princeton Security shall round up the number of shares of Princeton Security
Common Stock to be issued to such holder to the nearest whole share.
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1.02 DELIVERY OF CERTIFICATES BY PRINCETON GAMMA STOCKHOLDERS. The
transfer of Princeton Gamma Shares by the Princeton Gamma Stockholders shall be
effected by the delivery to Princeton Security at the Closing (as set forth in
SECTION 1.05 hereof) of certificates representing the transferred shares
endorsed in blank or accompanied by stock powers executed in blank and with all
necessary transfer taxes and other revenue stamps affixed and acquired at the
Princeton Gamma Stockholders' expense.
1.03 OPERATION AS WHOLLY-OWNED SUBSIDIARY. After giving effect to the
transaction contemplated hereby, Princeton Security will own one hundred percent
of the issued and outstanding shares of Princeton Gamma and Princeton Gamma
Stockholders will own at least eighty percent of Princeton Security issued and
outstanding shares of common stock.
1.04 FURTHER ASSURANCES. At the Closing and from time to time
thereafter, Princeton Gamma will use reasonable commercial efforts to have the
Princeton Gamma Stockholders execute such additional instruments and take such
other action as Princeton Security may reasonably request, without undue cost to
the Princeton Gamma Stockholders in order to more effectively sell, transfer,
and assign clear title and ownership in the Princeton Gamma Shares to Princeton
Security.
1.05 CLOSING AND PARTIES. The Closing contemplated hereby shall be held
at a mutually agreed upon time and place (the "Closing Date"). The Agreement may
be closed at any time following approval by a majority of the shareholders of
Princeton Security Common Stock as set forth in SECTION 4.01 hereof and the
Princeton Gamma Stockholders as set forth in SECTION 5.01. The Closing may be
accomplished by wire, express mail, overnight courier, conference telephone call
or as otherwise agreed to by the respective parties or their duly authorized
representatives.
1.06 CLOSING EVENTS.
(a) PRINCETON SECURITY DELIVERIES. Subject to fulfillment or
waiver of the conditions set forth in ARTICLE IV, Princeton Security
shall deliver to Princeton Gamma at Closing all the following:
(i) A certificate of good standing from the secretary
of State of Nevada, issued as of a date within sixty days
prior to the Closing Date, certifying that Princeton Security
is in good standing as a corporation in the State of Nevada;
(ii) Copies of the resolutions of Princeton
Security's board of directors and shareholder minutes or
consents authorizing the execution and performance of this
Agreement and the contemplated transactions, certified by the
secretary or an assistant secretary of Princeton Security as
of the Closing Date;
(iii) Certificates for nine million three hundred
thousand (9,300,000) shares of Princeton Security Common Stock
in the names of the Princeton Gamma Stockholders and in the
amounts set forth in Exhibit "A".
In addition to the above deliveries, Princeton Security shall take all
steps and actions as Princeton Gamma and Princeton Gamma Stockholders
may reasonably request or as may otherwise be reasonably necessary to
consummate the transactions contemplated hereby.
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(b) PRINCETON GAMMA DELIVERIES. Subject to fulfillment or
waiver of the conditions set forth in ARTICLE V, Princeton Gamma and/or
Princeton Gamma Stockholder's shall deliver to Princeton Security at
Closing all the following:
(i) A certificate of good standing from the secretary
of state of New Jersey, issued as of a date within five days
prior to the Closing Date certifying that Princeton Gamma is
in good standing as a corporation in the State of New Jersey;
(ii) Copies of resolutions of the board of directors
of Princeton Gamma authorizing the execution and performance
of this Agreement and the contemplated transactions, certified
by the secretary or an assistant secretary of Princeton Gamma
as of the Closing Date.
In addition to the above deliveries, Princeton Gamma shall take all
steps and actions as Princeton Security may reasonably request or as
may otherwise be reasonably necessary to consummate the transactions
contemplated hereby.
1.07. TERMINATION
(a) This Agreement may be terminated by the board of directors
of either Princeton Security or Princeton Gamma at any time prior to
the Closing Date if:
(i) There shall be any actual or threatened action or
proceeding before any court or any governmental body which
shall seek to restrain, prohibit, or invalidate the
transactions contemplated by this Agreement and which, in the
reasonable judgment of such board of directors, made in good
faith and based upon the advice of its legal counsel, makes it
inadvisable to proceed with the transactions contemplated by
this Agreement;
(ii) Any of the transactions contemplated hereby are
disapproved by any regulatory authority whose approval is
required to consummate such transactions or in the reasonable
judgment of such board of directors, made in good faith and
based on the advice of counsel, there is substantial
likelihood that any such approval will not be obtained or will
be obtained only on a condition or conditions which would be
unduly burdensome, making it inadvisable to proceed with the
exchange;
In the event of termination pursuant to this paragraph (a) of SECTION
1.07, no obligation, right, or liability shall arise hereunder, and each
party shall bear all of the expenses incurred by it in connection with
the negotiation, preparation, and execution of this Agreement and the
transactions contemplated hereby.
(b) This Agreement may be terminated at any time prior to the
Closing Date by action of the board of directors of Princeton Security
if (i) shareholders of Princeton Security owning more than one percent
(1%) of the issued and outstanding shares of Princeton Security Common
Stock perfect their dissenter's rights with respect to the approval of
this Agreement and the transactions contemplated hereby, (ii) Princeton
Gamma shall fail to comply in any material respect with any of its
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covenants or agreements contained in this Agreement or if any of the
representations or warranties of Princeton Gamma contained herein shall
be inaccurate in any material respect or (iii) Princeton Security
determines that there has been or is likely to be any material adverse
change in the financial or legal condition of Princeton Gamma. In the
event of termination pursuant to this paragraph (b) of this SECTION
1.07, no obligation, right, remedy, or liability shall arise hereunder.
All parties shall bear their own costs incurred in connection with the
negotiation, preparation, and execution of this Agreement and the
transactions contemplated hereby.
(c) This Agreement may be terminated at any time prior to the
Closing Date by action of the board of directors of Princeton Gamma if
(i) shareholders of Princeton Gamma owning more than one percent (1%)
of the issued and outstanding shares of Princeton Gamma Shares perfect
their dissenter's rights with respect to the approval of this Agreement
and the transactions contemplated hereby, (ii) Princeton Security shall
fail to comply in any material respect with any of its covenants or
agreements contained in this Agreement or if any of the representations
or warranties of Princeton Security contained herein shall be
inaccurate in any material respect, or (iii) Princeton Gamma determines
that there has been or is likely to be any adverse change in the
financial or legal condition of Princeton Security. In the event of
termination pursuant to this paragraph (c) of this SECTION 1.07, no
obligation, right, remedy, or liability shall arise hereunder. All
parties shall each bear their own costs incurred in connection with the
negotiation, preparation, and execution of this Agreement and the
transactions contemplated hereby.
ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF PRINCETON SECURITY
As an inducement to, and to obtain the reliance of Princeton Gamma,
Princeton Security represents and warrants as follows:
2.01 ORGANIZATION. Princeton Security is, and will be on the Closing
Date, a corporation duly organized, validly existing, and in good standing under
the laws of the State of Nevada and has the corporate power and is and will be
duly authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, and there are no other jurisdictions in which it is
not so qualified in which the character and location of the assets owned by it
or the nature of the material business transacted by it requires qualification,
except where failure to do so would not have a material adverse effect on its
business, operations, properties, assets or condition. The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of Princeton Security's articles of incorporation or
bylaws, or other agreement to which it is a party or by which it is bound.
2.02 APPROVAL OF AGREEMENt. Princeton Security has full power,
authority, and legal right and has taken, or will take, all action required by
law, its articles of incorporation, bylaws, and otherwise to execute and deliver
this Agreement and to consummate the transactions herein contemplated. The board
of directors of Princeton Security has authorized and approved the execution,
delivery, and performance of this Agreement and the transactions contemplated
hereby; subject to the approval of the Princeton Security shareholders and
compliance with state and federal corporate and securities laws.
2.03 CAPITALIZATION. The authorized capitalization of Princeton
Security consists of 90,000,000 shares, of common stock, $0.001 par value, of
which 1,500,000 shares are issued and outstanding and 10,000,000 shares of
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preferred stock, $0.001 par value, none of which are issued and outstanding. All
issued and outstanding shares of Princeton Security are legally issued, fully
paid, and nonassessable and not issued in violation of the preemptive or other
right of any person. There are no dividends or other amounts due or payable with
respect to any of the shares of capital stock of Princeton Security. A copy of
Princeton Security's Certificate of Incorporation, By-Laws, Agreements among
shareholders and any other documents relating to the capitalization of Princeton
Security and the rights of the owners of its equity and/or debt have been
provided to Princeton Gamma for its review and the review of Princeton Gamma
Stockholders, all of which have not been amended except as noted therein and are
in full force and effect.
2.04 OUTSTANDING WARRANTS AND OPTIONS. Princeton Security has no
existing warrants or options, calls, or commitments of any nature relating to
the authorized and unissued Princeton Security common or preferred Stock.
2.05 INFORMATION. The information concerning Princeton Security set
forth in this Agreement is complete and accurate in all material respects and
does not contain any untrue statement of a material fact or omit to state a
material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading. Princeton Security
shall cause the schedules delivered by it pursuant hereto and the instruments
delivered to Princeton Gamma hereunder to be updated after the date hereof up to
and including the Closing Date.
2.06 LITIGATION AND PROCEEDINGS. There are no material actions, suits,
or administrative or other proceedings pending or, to the knowledge of Princeton
Security, threatened by or against Princeton Security or adversely affecting
Princeton Security or its properties, at law or in equity, before any court or
other governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind. Princeton Security does not have any knowledge of any
default on its part with respect to any judgment, order, writ, injunction,
decree, award, rule, or regulation of any court, arbitrator, or governmental
agency or instrumentality.
2.07 COMPLIANCE WITH LAWS AND REGULATIONS. Princeton Security has
complied with all applicable statutes and regulations of any federal, state, or
other governmental entity or agency thereof, except to the extent that
noncompliance (i) could not materially and adversely affect the business,
operations, properties, assets, or condition of Princeton Security or (ii) could
not result in the occurrence of any material liability for Princeton Security.
To the best knowledge of Princeton Security, the consummation of this
transaction will comply with all applicable statutes and regulations, subject to
the preparation and filing of any forms required by state and federal securities
laws.
2.08 MATERIAL CONTRACT DEFAULTS. Princeton Security is not in default
in any material respect under the terms of any outstanding contract, agreement,
lease, or other commitment which is material to the business, operations,
properties, assets, or condition of Princeton Security, and there is no event of
default or other event which, with notice or lapse of time or both, would
constitute a default in any material respect under any such contract, agreement,
lease, or other commitment in respect of which Princeton Security has not taken
adequate steps to prevent such a default from occurring.
2.09 NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust, or other material contract, agreement, or instrument to which Princeton
Security is a party or to which any of its properties or operations are subject.
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2.10 SUBSIDIARY. Princeton Security does not own, beneficially or of
record, any equity securities in any other entity.
ARTICLE III
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF PRINCETON GAMMA
As an inducement to, and to obtain the reliance of, Princeton Security,
Princeton Gamma represents and warrants as follows:
3.01 ORGANIZATION. Princeton Gamma is, and will be on the Closing Date,
a corporation duly organized, validly existing, and in good standing under the
laws of the State of New Jersey and has the corporate power and is and will be
duly authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, and there are no other jurisdictions in which it is
not so qualified in which the character and location of the assets owned by it
or the nature of the material business transacted by it requires qualification,
except where failure to do so would not have a material adverse effect on its
business, operations, properties, assets or condition of Princeton Gamma. The
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not, violate any provision of Princeton Gamma's articles of incorporation
or bylaws, or other material agreement to which it is a party or by which it is
bound.
3.02 APPROVAL OF AGREEMENT. Princeton Gamma has full power, authority,
and legal right and has taken, or will take, all action required by law, its
articles of incorporation, bylaws, or otherwise to execute and deliver this
Agreement and to consummate the transactions herein contemplated. The board of
directors of Princeton Gamma have authorized and approved the execution,
delivery, and performance of this Agreement and the transactions contemplated
hereby; subject to compliance with state and federal corporate and securities
laws.
3.03 CAPITALIZATION. The authorized capitalization of Princeton Gamma
consists of ten million shares, consisting of common stock, no par value, of
which as of the date hereof one million, one hundred sixty two thousand, five
hundred (1,162,500) shares are issued and outstanding. All issued and
outstanding shares of Princeton Gamma are legally issued, fully paid, and
nonassessable and not issued in violation of the preemptive or other right of
any person. There are no dividends or other amounts due or payable with respect
to any of the shares of capital stock of Princeton Gamma.
3.04 FINANCIAL STATEMENTS.
(a) Princeton Gamma has delivered to Princeton Security the
unaudited balance sheet of Princeton Gamma as of February 19, 2005 and
December 31, 2005 and the related statements of operations, cash flows,
and stockholders' equity for the period ending July 31, 2006, including
the notes thereto to the effect that such financial statements contain
all adjustments (all of which are normal recurring adjustments)
necessary to present fairly the results of operations and financial
position for the periods and as of the dates indicated.
(b) The financial statements delivered pursuant to SECTION
3.04(A) have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods
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involved. The financial statements of Princeton Gamma present fairly,
as of their respective dates, the financial position of Princeton
Gamma. Princeton Gamma did not have, as of the date of any such balance
sheets, except as and to the extent reflected or reserved against
therein, any liabilities or obligations (absolute or contingent) which
should be reflected in any financial statements or the notes thereto
prepared in accordance with generally accepted accounting principles,
and all assets reflected therein present fairly the assets of Princeton
Gamma, in accordance with generally accepted accounting principles. The
statements of revenue and expenses and cash flows present fairly the
financial position and result of operations of Princeton Gamma as of
their respective dates and for the respective periods covered thereby.
(c) Princeton Gamma has filed or will file as the Closing Date
all tax returns required to be filed by it from inception to the
Closing Date. All such returns and reports are accurate and correct in
all material respect. Princeton Gamma has no material liabilities with
respect to the payment of any federal, state, county, local, or other
taxes (including any deficiencies, interest, or penalties) accrued for
or applicable to the period ended on the date of the most recent
balance sheet of Princeton Gamma, except to the extent reflected on
such balance sheet and all such dates and years and periods prior
thereto and for which Princeton Gamma may at said date have been liable
in its own right or as transferee of the assets of, or as successor to,
any other corporation or entity, except for taxes accrued but not yet
due and payable, and to the best knowledge of Princeton Gamma, no
deficiency assessment or proposed adjustment of any such tax return is
pending, proposed or contemplated. To the best knowledge of Princeton
Gamma, none of such income tax returns has been examined or is
currently being examined by the Internal Revenue Service and no
deficiency assessment or proposed adjustment of any such return is
pending, proposed or contemplated. Princeton Gamma has not made any
election pursuant to the provisions of any applicable tax laws (other
than elections that relate solely to methods of accounting,
depreciation, or amortization) that would have a material adverse
affect on Princeton Gamma, its financial condition, its business as
presently conducted or proposed to be conducted, or any of its
respective properties or material assets. There are no outstanding
agreements or waivers extending the statutory period of limitation
applicable to any tax return of Princeton Gamma.
3.05 OUTSTANDING WARRANTS AND OPTIONS. Except as set forth in Schedule
3.05, Princeton Gamma has no issued warrants or options, calls, or commitments
of any nature relating to the authorized and unissued Princeton Gamma Common
Stock. All outstanding options will become exercisable for shares of Princeton
Security effective upon the Closing Date at a ratio of eight Princeton Security
shares for each Princeton Gamma shares. Upon Closing, there will be no more than
462,500 Princeton Gamma options and warrants outstanding that convert into no
more than 3,700,000 Princeton Security options to purchase Princeton Security
shares.
3.06 INFORMATION. The information concerning Princeton Gamma set forth
in this Agreement and in the schedules delivered by Princeton Gamma pursuant
hereto is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading. Princeton Gamma shall cause the schedules
delivered by Princeton Gamma pursuant hereto to Princeton Security hereunder to
be updated after the date hereof up to and including the Closing Date.
3.07 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in this
Agreement since the date of the most recent Princeton Gamma balance sheet
described in SECTION 3.04 and included in the information referred to in SECTION
3.06:
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(a) There has not been (i) any material adverse change in the
business, operations, properties, level of inventory, assets, or
condition of Princeton Gamma or (ii) any damage, destruction, or loss
to Princeton Gamma materially and adversely affecting the business,
operations, properties, assets, or conditions of Princeton Gamma.
(b) Princeton Gamma has not (i) amended its articles of
incorporation or bylaws; (ii) declared or made, or agreed to declare or
make, any payment of dividends or distributions of any assets of any
kind whatsoever to stockholders or purchased or redeemed, or agreed to
purchase or redeem, any of its capital stock; (iii) waived any rights
of value which in the aggregate are extraordinary and material
considering the business of Princeton Gamma; (iv) made any material
change in its method of accounting; (v) entered into any other material
transactions other than those contemplated by this Agreement; (vi) made
any material accrual or material arrangement for or payment of bonuses
or special compensation of any kind or any severance or termination pay
to any present or former officer or employee; or (vii) made any
material increase in any profit-sharing, bonus, deferred compensation,
insurance, pension, retirement, or other employee benefit plan,
payment, or arrangement made to, for, or with their officers,
directors, or employees;
(c) Except as set forth in Schedule 3.07, Princeton Gamma has
not (i) granted or agreed to grant any options, warrants, or other
rights for its stocks, bonds, or other corporate securities calling for
the issuance thereof; (ii) borrowed or agreed to borrow any funds or
incurred, or become subject to, any material obligation or liability
(absolute or contingent) except liabilities incurred in the ordinary
course of business; (iii) paid any material obligation or liability
(absolute or contingent) other than current liabilities reflected in or
shown on the most recent Princeton Gamma balance sheet and current
liabilities incurred since that date in the ordinary course of
business; (iv) sold or transferred, or agreed to sell or transfer, any
of its material assets, properties, or rights, or agreed to cancel, any
material debts or claims; (v) made or permitted any amendment or
termination of any contract, agreement, or license to which it is a
party if such amendment or termination is material, considering the
business of Princeton Gamma; or (vi) issued, delivered, or agreed to
issue or deliver any stock, bonds, or other corporate securities
including debentures (whether authorized and unissued or held as
treasury stock); and
(d) To the best knowledge of Princeton Gamma, it has not
become subject to any law or regulation which materially and adversely
affects, or in the future would be reasonably expected to adversely
affect, the business, operations, properties, assets, or condition of
Princeton Gamma.
3.08 TITLE AND RELATED MATTERS. Except as provided herein or disclosed
in the most recent Princeton Gamma balance sheet and the notes thereto,
Princeton Gamma has good and marketable title to all of its properties,
inventory, interests in properties, technology, whether patented or un-patented,
and assets, which are reflected in the most recent Princeton Gamma balance sheet
or acquired after that date (except properties, interests in properties, and
assets sold or otherwise disposed of since such date in the ordinary course of
business), free and clear of all mortgages, liens, pledges, charges, or
encumbrances, except (i) statutory liens or claims not yet delinquent; and (ii)
such imperfections of title and easements as do not, and will not, materially
detract from, or interfere with, the present or proposed use of the properties
subject thereto or affected thereby or otherwise materially impair present
business operations on such properties. To the best knowledge of Princeton
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Gamma, its technology does not infringe on the copyright, patent, trade secret,
know-how, or other proprietary right of any other person or entity and comprises
all such rights necessary to permit the operation of the business of Princeton
Gamma as now being conducted or as contemplated.
3.09 LITIGATION AND PROCEEDINGS. Except as otherwise disclosed in
SCHEDULE 3.09, there are no material actions, suits, or proceedings pending or,
to the knowledge of Princeton Gamma, threatened by or against Princeton Gamma or
adversely affecting Princeton Gamma, at law or in equity, before any court or
other governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind. Princeton Gamma does not have any knowledge of any
default on its part with respect to any judgment, order, writ, injunction,
decree, award, rule, or regulation of any court, arbitrator, or governmental
agency or instrumentality.
3.10 MATERIAL CONTRACT DEFAULTS. Princeton Gamma is not in default in
any material respect under the terms of any outstanding contract, agreement,
lease, or other commitment which is material to the business, operations,
properties, assets, or condition of Princeton Gamma, and there is no event of
default or other event which, with notice or lapse of time or both, would
constitute a default in any material respect under any such contract, agreement,
lease, or other commitment in respect of which Princeton Gamma has not taken
adequate steps to prevent such a default from occurring.
3.11 NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust, or other material contract, agreement, or instrument to which Princeton
Gamma is a party or to which any of its properties or operations are subject.
3.12 GOVERNMENTAL AUTHORIZATIONS. Princeton Gamma has all licenses,
franchises, permits, and other governmental authorizations that are legally
required to enable it to conduct its business in all material respects as
conducted on the date of this Agreement. Except for compliance with federal and
state securities and corporation laws, as hereinafter provided, no
authorization, approval, consent, or order of, or registration, declaration, or
filing with, any court or other governmental body is required in connection with
the execution and delivery by Princeton Gamma of this Agreement and the
consummation by Princeton Gamma of the transactions contemplated hereby.
3.13 COMPLIANCE WITH LAWS AND REGULATIONS. Princeton Gamma has complied
with all applicable statutes and regulations of any federal, state, or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations, properties,
assets, or condition of Princeton Gamma or except to the extent that
noncompliance would not result in the occurrence of any material liability for
Princeton Gamma. To the best knowledge of Princeton Gamma, the consummation of
this transaction will comply with all applicable statutes and regulations,
subject to the preparation and filing of any forms required by state and federal
security laws.
3.14 SUBSIDIARY. Except as set forth on Schedule 3.14, Princeton Gamma
does not own, beneficially or of record, any equity securities in any other
entity.
3.15 PRINCETON GAMMA DELIVERIES/SCHEDULES. Princeton Gamma has
delivered to Princeton Security the following documents, instruments and
schedules, which are collectively referred to as the "Princeton Gamma Schedules"
and which consist of the following separate items dated as of the date of
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execution of this Agreement, and instruments and Princeton Security as of such
date, all certified by the Chairman of the Board of Princeton Gamma as complete,
true, and accurate:
(a) Copies of the articles of incorporation and bylaws of
Princeton Gamma and all amendments thereto in effect as of the date of
this Agreement;
(b) Copies of resolutions adopted by the board of directors of
Princeton Gamma approving this Agreement and the transactions herein
contemplated as referred to in SECTION 3.02;
(c) A description of any material adverse change in the
business, operations, property, inventory, assets, or condition of
Princeton Gamma since the most recent Princeton Gamma balance sheet,
required to be provided pursuant to SECTION 3.04 hereof;
(d) The financial statements required pursuant to SECTION 3.04
(A) hereof; and
(e) A schedule setting forth any other information, together
with any required copies of documents, required to be disclosed in the
Princeton Gamma Schedules by SECTIONS 3.01 through 3.14.
Princeton Gamma shall cause the Princeton Gamma Schedules and the instruments
delivered to Princeton Security hereunder to be updated after the date hereof up
to and including a specified date not more than three business days prior to the
Closing Date. Such updated Princeton Gamma Schedules, certified in the same
manner as the original Princeton Gamma Schedules, shall be delivered prior to
and as a condition precedent to the obligation of Princeton Security to close.
ARTICLE IV
CONDITIONS PRECEDENT TO OBLIGATIONS OF PRINCETON GAMMA
The obligations of Princeton Gamma under this Agreement are subject to
the satisfaction of Princeton Gamma, at or before the Closing Date, of the
following conditions:
4.01. SHAREHOLDER APPROVAL. Princeton Security, if required by Nevada
statutes, shall call and hold a meeting of its shareholders, or obtain through a
majority written consent of its shareholders, whereby the shareholders of
Princeton Security authorize and approve this Agreement and the transactions
contemplated hereby, including changing the name of Princeton Security to
Princeton Gamma-Tech Instruments, Inc. or some derivation thereof.
4.02 ACCURACY OF REPRESENTATIONS. The representations and warranties
made by Princeton Security in this Agreement were true when made and shall be
true at the Closing Date with the same force and affect as if such
representations and warranties were made at and as of the Closing Date (except
for changes therein permitted by this Agreement), and Princeton Security shall
have performed or complied with all covenants and conditions required by this
Agreement to be performed or complied with by Princeton Security prior to or at
the Closing.
4.03 CERTIFICATIONS. Based on certificates of good standing,
representations of government agencies, and Princeton Security's own documents
and information, to the best knowledge of the Princeton Security officer signing
this Agreement:
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(a) This Agreement has been duly approved by Princeton
Security's board of directors and shareholders and has been duly
executed and delivered in the name and on behalf of Princeton Security
by its duly authorized officers pursuant to, and in compliance with,
authority granted by the board of directors of Princeton Security
pursuant to a unanimous consent;
(b) There have been no material adverse changes in Princeton
Security up to and including the date of the certificate;
(c) All conditions required by this Agreement have been met,
satisfied, or performed by Princeton Security;
(d) All authorizations, consents, approvals, registrations,
and/or filings with any governmental body, agency, or court required in
connection with the execution and delivery of the documents by
Princeton Security have been obtained and are in full force and effect
or, if not required to have been obtained, will be in full force and
effect by such time as may be required; and
(e) There is no material action, suit, proceeding, inquiry, or
investigation at law or in equity by any public board or body pending
or threatened against Princeton Security, wherein an unfavorable
decision, ruling, or finding could have an adverse effect on the
financial condition of Princeton Security, the operation of Princeton
Security, or the acquisition and reorganization contemplated herein, or
any agreement or instrument by which Princeton Security is bound or in
any way contests the existence of Princeton Security.
4.04 NO MATERIAL ADVERSE CHANGE. Prior to the Closing Date, there shall
not have occurred any material adverse change in the financial condition,
business, or operations of Princeton Security, nor shall any event have occurred
which, with the lapse of time or the giving of notice, may cause or create any
material adverse change in the financial condition, business, or operations of
Princeton Security.
4.05 GOOD STANDINGS. Princeton Gamma shall have received a certificate
of good standing from the secretary of state of Nevada, dated as of the date
within five days prior to the Closing Date, certifying that Princeton Security
is in good standing as a corporation in the State of Nevada.
4.06 CAPITAL COMMITMENT. Princeton Gamma shall have received evidence
satisfactory to Princeton Gamma that Princeton Security has been adequately
capitalized to provide sufficient capital, in Princeton Gamma's reasonable
judgment, to cover the costs of preparing for a public offering including, but
not limited to those related to obtaining required audits, legal fees, and
underwriting fees.
4.07 SECTION 6.08 AGREEMENT. The existing shareholders of Princeton
Security have not entered into a separate "drag along" agreement with the
Princeton Gamma Stockholders in accordance with the provisions of Section 6.08
of this Agreement.
4.08 OTHER ITEMS. Princeton Gamma shall have received such further
documents, certificates, or instruments relating to the transactions
contemplated hereby as Princeton Gamma may reasonably request.
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ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF PRINCETON SECURITY
The obligations of Princeton Security under this Agreement are subject
to the satisfaction, at or before the Closing Date, of the following conditions:
5.01 PRINCETON GAMMA SHAREHOLDERS. Holders of eighty percent of the
issued and outstanding Princeton Gamma Shares shall agree to this Agreement and
the exchange of shares contemplated by this Agreement as indicated by their
delivery of signed stock certificates or stock powers with respect to such
certificates.
5.02 ACCURACY OF REPRESENTATIONS. The representations and warranties
made by Princeton Gamma in this Agreement were true when made and shall be true
at the Closing Date with the same force and affect as if such representations
and warranties were made at and as of the Closing Date (except for changes
therein permitted by this Agreement), and Princeton Gamma shall have performed
or complied with all covenants and conditions required by this Agreement to be
performed or complied with by Princeton Gamma prior to or at the Closing.
5.03 CERTIFICATIONS. Based on certificates of good standing,
representations of government agencies, and Princeton Gamma's own documents, to
the best knowledge of the Princeton Gamma officer signing this Agreement:
(a) This agreement has been duly approved by Princeton Gamma's
board of directors and shareholders and has been duly executed and
delivered in the name and on behalf of Princeton Gamma by its duly
authorized officers pursuant to, and in compliance with, authority
granted by the board of directors of Princeton Gamma pursuant to a
unanimous consent of its board of directors and a majority vote of its
stockholders;
(b) Except as provided or permitted herein, there have been no
material adverse changes in Princeton Gamma up to and including the
date of the certificate;
(c) All authorizations, consents, approvals, registrations,
and/or filing with any governmental body, agency, or court required in
connection with the execution and delivery of the documents by
Princeton Gamma have been obtained and are in full force and effect or,
if not required to have been obtained will be in full force and effect
by such time as may be required; and
(d) Except as otherwise disclosed in SCHEDULE 3.09, there is
no material action, suit, proceeding, inquiry, or investigation at law
or in equity by any public board or body pending or threatened against
Princeton Gamma, wherein an unfavorable decision, ruling, or finding
would have an adverse affect on the financial condition of Princeton
Gamma, the operation of Princeton Gamma, or the acquisition and
reorganization contemplated herein, or any material agreement or
instrument by which Princeton Gamma is bound or would in any way
contest the existence of Princeton Gamma.
5.04 NO MATERIAL ADVERSE CHANGE. Prior to the Closing Date, there shall
not have occurred any material adverse change in the financial condition,
business or operations of Princeton Gamma, nor shall any event have occurred
which, with the lapse of time or the giving of notice, may cause of create any
material adverse change in the financial condition, business, or operations of
Princeton Gamma.
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5.05 GOOD STANDING. Princeton Security shall have received a
certificate of good standing from the appropriate authority, dated as of a date
with five days prior to the Closing Date, certifying that the Princeton Gamma is
in good standing as a corporation in the State of New Jersey.
5.06 OTHER ITEMS. Princeton Security shall have received such further
documents, certificates, or instruments relating to the transactions
contemplated hereby as Princeton Security may reasonably request.
ARTICLE VI
SPECIAL COVENANTS
6.01 ACTIVITIES OF PRINCETON SECURITY AND PRINCETON GAMMA
(a) From and after the date of this Agreement until the Closing Date
and except as set forth in the respective schedules to be delivered by Princeton
Security and Princeton Gamma pursuant hereto or as permitted or contemplated by
this Agreement, Princeton Security and Princeton Gamma will each:
(i) Carry on its business in substantially the same manner as
it has heretofore;
(ii) Maintain in full force and effect insurance comparable in
amount and in scope of coverage to that now maintained by it;
(iii) Perform in all material respects all of its obligations
under material contracts, leases, and instruments relating to or
affecting its assets, properties, and business;
(iv) Use its best efforts to maintain and preserve its
business organization intact, to retain its key employees, and to
maintain its relationships with its material suppliers and customers;
(v) Duly and timely file for all taxable periods ending on or
prior to the Closing Date all federal, state, county, and local tax
returns required to be filed by or on behalf of such entity or for
which such entity may be held responsible and shall pay, or cause to
pay, all taxes required to be shown as due and payable on such returns,
as well as all installments of tax due and payable during the period
commencing on the date of this Agreement and ending on the Closing
Date.; and
(vi) Fully comply with and perform in all material respects
all obligations and duties imposed on it by all federal and state laws
and all rules, regulations, and orders imposed by federal or state
governmental authorities.
(b) From and after the date of this Agreement and except as provided
herein until the Closing Date, Princeton Security and Princeton Gamma will not:
(i) Make any change in its articles of incorporation or
bylaws;
(ii) Enter into or amend any material contract, agreement, or
other instrument of any of the types described in such party's
schedules, except that a party may enter into or amend any contract,
agreement, or other instrument in the ordinary course of business; and
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(iii) Enter into any agreement for the sale of Princeton Gamma
or Princeton Security securities without the prior approval of the
other party.
6.02 ACCESS TO PROPERTIES AND RECORDS. Until the Closing Date,
Princeton Gamma and Princeton Security will afford to the other party's officers
and authorized representatives full access to the properties, books, and records
of the other party in order that each party may have full opportunity to make
such reasonable investigation as it shall desire to make of the affairs of
Princeton Gamma or Princeton Security and will furnish the other party with such
additional financial and other information as to the business and properties of
Princeton Gamma or Princeton Security as each party shall from time to time
reasonably request.
6.03 INDEMNIFICATION BY PRINCETON GAMMA. Princeton Gamma will indemnify
and hold harmless Princeton Security and its directors and officers, and each
person, if any, who controls Princeton Security within the meaning of the
Securities Act, from and against any and all losses, claims, damages, expenses,
liabilities, or actions to which any of them may become subject under applicable
law (including the Securities Act and the Securities Exchange Act) and will
reimburse them for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any claims or actions, whether or not
resulting in liability, insofar as such losses, claims, damages, expenses,
liabilities, or actions arise out of or are based upon any untrue statement or
alleged untrue statement of material fact contained in any application or
statement filed with a governmental body or arising out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary in order to make the statements therein not
misleading, but only insofar as any such statement or omission was made in
reliance upon and in conformity with information furnished in writing by
Princeton Gamma expressly for use therein. The indemnity agreement contained in
this SECTION 6.03 shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of Princeton Security and
shall survive the consummation of the transactions contemplated by this
Agreement for a period of six months.
6.04. INDEMNIFICATION BY PRINCETON SECURITY. Princeton Security will
indemnify and hold harmless Princeton Gamma, the Princeton Gamma Stockholders,
Princeton Gamma's directors and officers, and each person, if any, who controls
Princeton Gamma within the meaning of the Securities Act, from and against any
and all losses, claims, damages, expenses, liabilities, or actions to which any
of them may become subject under applicable law (including the Securities Act
and the Securities Exchange Act) and will reimburse them for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any claims or actions, whether or not resulting in liability, insofar
as such losses, claims, damages, expenses, liabilities, or actions arise out of
or are based upon any untrue statement or alleged untrue statement of a material
fact contained in any application or statement filed with a governmental body or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein, or necessary in order to make the
statements therein not misleading, but only insofar as any such statement or
omission was made in reliance upon and in conformity with information furnished
in writing by Princeton Security expressly for use therein. The indemnity
agreement contained in this SECTION 6.04 shall remain operative and in full
force and effect, regardless of any investigation made by or on behalf of
Princeton Gamma and shall survive the consummation of the transactions
contemplated by this Agreement for a period of six months.
6.05 THE ACQUISITION OF PRINCETON SECURITY COMMON STOCK. Princeton
Security and Princeton Gamma understand and agree that the consummation of this
Agreement including the issuance of the Princeton Security Common Stock to
Princeton Gamma Stockholders in exchange for the Princeton Gamma Shares as
contemplated hereby, constitutes the offer and sale of securities under the
Securities Act and applicable state statutes. Princeton Security and Princeton
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Gamma agree that such transactions shall be consummated in reliance on
exemptions from the registration and prospectus delivery requirements of such
statutes, which depend, among other items, on the circumstances under which such
securities are acquired.
(a) In connection with the transaction contemplated by this
Agreement, Princeton Security and Princeton Gamma shall each file, with
the assistance of the other and their respective legal counsel, such
notices, applications, reports, or other instruments as may be deemed
by them to be necessary or appropriate in an effort to document
reliance on such exemptions, and the appropriate regulatory authority
in the states where the shareholders of Princeton Gamma reside unless
an exemption requiring no filing is available in such jurisdictions,
all to the extent and in the manner as may be deemed by such parties to
be appropriate.
(b) In order to more fully document reliance on the exemptions
as provided herein, Princeton Gamma, the shareholders of Princeton
Gamma, and Princeton Security shall execute and deliver to the other,
at or prior to the Closing, such further letters of representation,
acknowledgment, suitability, or the like as Princeton Gamma or
Princeton Security and their respective counsel may reasonably request
in connection with reliance on exemptions from registration under such
securities laws.
(c) In connection with the transaction contemplated by this
Agreement, Princeton Gamma and Princeton Security shall each file, with
the assistance of the other and their respective legal counsel, such
notices, applications, reports, or other instruments as may be deemed
by them to be necessary or appropriate in an effort to document
reliance on such exemptions, and the appropriate regulatory authority
in the states where the Princeton Gamma Stockholders reside unless an
exemption requiring no filing is available in such jurisdictions, all
to the extent and in the manner as may be deemed by such parties to be
appropriate.
(d) In order to more fully document reliance on the exemptions
as provided herein, Princeton Gamma and Princeton Security shall
execute and deliver to the other, at or prior to the Closing, such
further letters of representation, acknowledgment, suitability, or the
like as Princeton Security or Princeton Gamma and their respective
counsel may reasonably request in connection with reliance on
exemptions from registration under such securities laws.
(e) Princeton Gamma will take reasonable commercial steps to
inform the Princeton Gamma Stockholders that the basis for relying on
exemptions from registration or qualifications are factual, depending
on the conduct of the various parties, and that no legal opinion or
other assurance will be required or given to the effect that the
transactions contemplated hereby are in fact exempt from registration
or qualification.
6.06 SECURITIES FILINGS. Princeton Security shall be responsible for
the preparation of a Form D and its filing with the Securities and Exchange
Commission and Princeton Gamma will be responsible for any and all filings in
any jurisdiction where its shareholders reside which would require a filing with
a governmental agency as a result of the transactions contemplated in this
Agreement.
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6.07 SALES OF SECURITIES UNDER RULE 144, IF APPLICABLE.
(a) Princeton Security will use its best efforts to at all
times satisfy the current public information requirements of rule 144
promulgated under the Securities Act so that its shareholders can sell
restricted securities that have been held for one year or more or such
other restricted period as required by rule 144 as it is from time to
time amended.
(b) Upon being informed in writing by any person holding
restricted stock of Princeton Security as of the date of this Agreement
that such person intends to sell any shares under rule 144 promulgated
under the Securities Act (including any rule adopted in substitution or
replacement thereof), Princeton Security will certify in writing to
such person that it is compliance with rule 144 current public
information requirement to enable such person to sell such person's
restricted stock under rule 144, as may be applicable under the
circumstances.
(c) If any certificate representing any such restricted stock
is presented to Princeton Security's transfer agent for registration or
transfer in connection with any sales theretofore made under rule 144,
provided such certificate is duly endorsed for transfer by the
appropriate person(s) or accompanied by a separate stock power duly
executed by the appropriate person(s) in each case with reasonable
assurances that such endorsements are genuine and effective, and is
accompanied by an opinion of counsel satisfactory to Princeton Security
and its counsel that such transfer has complied with the requirements
of rule 144, as the case may be, Princeton Security will promptly
instruct its transfer agent to register such transfer and to issue one
or more new certificates representing such shares to the transferee
and, if appropriate under the provisions of rule 144, as the case may
be, free of any stop transfer order or restrictive legend.
(d) The shareholders of Princeton Security as of the date of
this Agreement, as well as those receiving Princeton Security Common
Stock pursuant to this Agreement, are intended third-party
beneficiaries of this SECTION 6.07.
6.08 "DRAG ALONG" AGREEMENT. Princeton Security will take steps to
assure that the existing shareholders of Princeton Security ("PS Shareholders")
enter into an Agreement with the majority shareholder of Princeton Gamma
("Xxxx") pursuant to which the PS Shareholders will agree that if Xxxx proposes
to sell all of Xxxx'x shares in Princeton Security to a third party in an
arms-length, fair market value transaction in which the consideration to be
received for such shares consists of cash and/or marketable securities, then
Xxxx may require the PS Shareholders to sell all of the Princeton Security
shares owned by them to the third party for the same consideration per share and
otherwise on the same terms and conditions upon which Xxxx is selling its
Princeton Security shares. Upon Princeton Security becoming listed on a public
market or exchange, the agreement with Xxxx shall be void and the PS
Shareholders shall be under no further obligation to sell their shares in a
transaction with Xxxx.
6.09 NEW BOARD OF DIRECTORS AND OFFICERS. Upon closing of the
transactions contemplated by this Agreement, the current directors and officers
of Princeton Security shall resign, SERIATIM, and the persons designated by
Princeton Gamma shall be appointed to fill the vacancies created thereby,
subject to the approval of the suitability and qualifications of such nominees
by Princeton Security's board of directors.
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ARTICLE VII
MISCELLANEOUS
7.01 BROKERS. Except as provided herein, Princeton Security and
Princeton Gamma agree that there were no finders or brokers involved in bringing
the parties together or who were instrumental in the negotiation, execution, or
consummation of this Agreement. Further, Princeton Security and Princeton Gamma
each agree to indemnify the other against any claim by any third person for any
commission, brokerage, or finder's fee or other payment with respect to this
Agreement or the transactions contemplated hereby based on any alleged agreement
or understanding between such party and such third person, whether express or
implied, from the actions of such party.
The covenants set forth in this section shall survive the Closing Date
and the consummation of the transactions herein contemplated.
7.02 NO REPRESENTATION REGARDING TAX TREATMENT. No representation or
warranty is being made by any party to any other regarding the treatment of this
transaction for federal or state income taxation. Each party has relied
exclusively on its own legal, accounting, and other tax adviser regarding the
treatment of this transaction for federal and state income taxes and on no
representation, warranty, or assurance from any other party or such other
party's legal, accounting, or other adviser.
7.03 GOVERNING LAW. This Agreement shall be governed by, enforced and
construed under and in accordance with the laws of the State of New Jersey.
7.04 NOTICES. Any notices or other communications required or permitted
hereunder shall be sufficiently given if personally delivered, if sent by
facsimile or telecopy transmission or other electronic communication confirmed
by registered or certified mail, postage prepaid, or if sent by prepaid
overnight courier addressed as follows:
If to Princeton Gamma and/or Stockholders, to: If to Princeton Security, to:
Xxxxxx Xxxxxxxx, Chairman Xxxxxxx X. Xxxx, President
Princeton Gamma-Tech Instruments, Inc. Princeton Security Technologies, Inc.
000 Xxxxxxx Xxxx Xxxx 00 Xxxx Xxxxxxx Xx.
Xxxxxxxxx, Xxx Xxxxxx 00000 Xxxx, Xxxxxx 00000
Fax: (000) 000-0000 Fax: (000) 000-0000
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices, hereunder, and any such notice or communication shall
be deemed to have been given as of the date so delivered or sent by facsimile or
telecopy transmission or other electronic communication, or one day after the
date so sent by overnight courier.
7.05 ATTORNEY'S FEES. In the event that any party institutes any action
or suit to enforce this Agreement or to secure relief from any default hereunder
or breach hereof, the breaching party or parties shall reimburse the
nonbreaching party or parties for all costs, including reasonable attorneys'
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.
7.06 SCHEDULES; KNOWLEDGE. Whenever in any section of this Agreement
reference is made to information set forth in the schedules provided by
Princeton Security or Princeton Gamma such reference is to information
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specifically set forth in such schedules and clearly marked to identify the
section of this Agreement to which the information relates. Whenever any
representation is made to the "knowledge" of any party, it shall be deemed to be
a representation that no officer or director of such party, after reasonable
investigation, has any knowledge of such matters.
7.07 ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties relating to the subject matter hereof. All previous
agreements between the parties, whether written or oral, have been merged into
this Agreement. This Agreement alone fully and completely expresses the
agreement of the parties relating to the subject matter hereof. There are no
other courses of dealing, understandings, agreements, representations, or
warranties, written or oral, except as set forth herein.
7.08 SURVIVAL; TERMINATION. The representations, warranties, and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for a period of six months
from the Closing Date, unless otherwise provided herein.
7.09 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.
7.10 AMENDMENT OR WAIVER. Every right and remedy provided herein shall
be cumulative with every other right and remedy, whether conferred herein, at
law, or in equity, and such remedies may be enforced concurrently, and no waiver
by any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing Date, this
Agreement may be amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance thereof may be extended by a
writing signed by the party or parties for whose benefit the provision is
intended.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly authorized,
as of the date first above written.
Princeton Security Technologies, Inc., Princeton Gamma-Tech Instruments, Inc.,
a Nevada corporation a New Jersey corporation
By:________________________________ By:_________________________________
Xxxxxxx Xxxx, President Xxxxxx Xxxxxxxx, Chairman of the Board
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EXHIBIT A
PRINCETON GAMMA
LIST OF SHAREHOLDERS
Number of Princeton
Number of Princeton GAMMA Security Shares to be
Name of Shareholder Shares Owned Received in Exchange
------------------- ------------ --------------------
Xxxx-Partners, Inc. 800,000 6,400,000
Third Letter Corporation 200,000 1,600,000
Xxxxx Xxxxxxx 162,500 1,300,000
------------- ------------
Total Shares 1,162,500 9,300,000
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SCHEDULE 3.05
Princeton Gamma option issued to Xxxxx Xxxxxxx for 87,500 Princeton Gamma shares
to be converted to Princeton Security option for 700,000 Princeton Security
shares.
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