ACQUISITION AND REORGANIZATION AGREEMENT

Exhibit 10.1

ACQUISITION AND

REORGANIZATION AGREEMENT

This Acquisition and Reorganization Agreement (hereinafter the "Agreement") is made and entered into as of September 16, 2010, by and among International Development and Environmental Holdings, Inc., a Nevada corporation ("IDEH"), Xxxxx Xxxxxxxxx (“Seller”) and Heights Management 63, LLC, a New York limited liability company (“Heights 63”).

AGREEMENT

In consideration of the terms hereof, the parties hereto agree as follows:

ARTICLE I - PURCHASE AND SALE OF STOCK

1.1 Purchase and Sale of Membership Interests

Subject to the terms and conditions hereof, on the Closing Date (as defined below), Seller shall sell, convey, transfer, assign and deliver to IDEH, and IDEH shall purchase from the Seller, all of the issued and outstanding membership interests in Heights 63 (the “Heights 63 Membership Interests”).

1.2 The Closing

The closing of this Agreement (the “Closing”) shall occur on September 16, 2010 (the “Closing Date”) at such time and location as the parties hereto shall agree.

1.3 Deliveries at the Closing

On the Closing Date in order to effectuate the transfer of the Membership Interests:

(a) The Seller shall deliver to IDEH an assignment of the Heights 63 Membership Interests, free and clear of any claim, lien, pledge, option, charge, easement, security interest, right-of-way, encumbrance, restriction on sale or transfer, preemptive right or option or any other right of any third party of any nature whatsoever (“Encumbrance”).

(b) IDEH shall deliver the consideration of the Purchase Price as set forth in Section 1.4 below.

(c) IDEH, the Seller and Heights 63 shall each deliver all documents, certificates, agreements and instruments required to be delivered pursuant to Articles IV and V; and

(d) All instruments and documents executed and delivered to any party pursuant hereto shall be in a form and substance, and shall be executed in a manner, reasonably satisfactory to the receiving party.

1.4 Purchase Price

Subject to the terms and conditions of this Agreement, the total purchase price for the Heights 63 Membership Interests (the “Purchase Price”) shall be 8,700,000 newly issued shares of IDEH Series A preferred stock (the “Series A Preferred”). The rights and privileges of the Series A Preferred shall be as set forth in Schedule A hereto.

1.5 Assistance in Consummation of the Purchase and Sale of Stock

IDEH, the Seller and Heights 63 shall provide all reasonable assistance to, and shall cooperate with, each other to bring about the consummation of the purchase and sale of the Heights 63 Membership Interests and the other transactions contemplated herein as soon as possible in accordance with the terms and conditions of this Agreement.

ARTICLE II - REPRESENTATIONS AND WARRANTIES

OF SELLER AND HEIGHTS 63

Seller and Heights 63 jointly and severally represent and warrant to IDEH, as of the date of this Agreement and as of the Closing, all as follows in this Article II:

(a) Seller is the sole and registered owner of all of the issued and outstanding Heights 63 Membership Interests. Seller has good title thereto, free and clears of any lien or encumbrance.

(b) Seller and Heights 63 each have the power and authority to enter into this Agreement and to perform their respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action, including the Member of Heights The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which Seller or Heights 63 is a party or by which any of their respective assets and properties are bound, and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to Seller or any of their respective properties. The execution and performance of this Agreement will not violate or conflict with any provision of the Operating Agreements.

(d) The Heights 63 financial statements for the period from its inception through June 30, 2010 (the “Heights Financial Statements”) are true and accurate, in accordance with the books and records of Heights , and present fairly in all material respects the financial position and results of operations of Heights as of the times and for the periods referred to therein, in each case in accordance with generally accepted accounting principles under current United States accounting rules and regulations, consistently applied (“GAAP”). All of the financial books and records of Heights have been made available to IDEH, and such books and records completely and fairly record in all material respects IDEH’s financial affairs, which would normally be recorded in financial books and records. There are no material liabilities or obligations, either fixed or contingent, not disclosed in the Heights Financial Statements or in any exhibit thereto or notes thereto other than liabilities, contracts or obligations incurred in the ordinary course of business; and no such liabilities, contracts or obligations in the ordinary course of business constitute liens or other liabilities which materially alter the financial condition of Heights 63 as reflected in the Heights 63 Financial Statements. Heights 63 has good title to all assets shown on the Heights 63 Financial Statements subject only to dispositions and other transactions in the ordinary course of business, the disclosures set forth therein and liens and encumbrances of record.

(e) Since the date of the Heights Financial Statements, there have not been any material adverse changes in the financial position of Heights except changes arising in the ordinary course of business, which changes will in no event materially and adversely affect the financial position of Heights.

(f) Heights 63 is not a party to any material pending litigation or, to their best knowledge, any governmental investigation or proceeding, not reflected in the Heights Financial Statements, and to their best knowledge, no material litigation, claims, assessments or any governmental proceedings are threatened against Heights 63.

(g) Heights 63 is in good standing in their jurisdiction of formation, and are not required to be qualified to do business in any other jurisdiction.

(h) Heights 63 has (or, by the Closing Date, will have) filed all material tax, governmental and/or related forms and reports (or extensions thereof) due or required to be filed and has (or will have) paid or made adequate provisions for all taxes or assessments which have become due as of the Closing Date.

(i) Heights 63 has not materially breached any material agreement to which either of them is a party. Heights 63 has previously given IDEH copies or access thereto of all material contracts, commitments and/or agreements to which Heights 63 is a party including all relationships or dealings with related parties or affiliates.

(j) Heights 63 does not have any subsidiaries.

(k) Heights 63 has made all material financial records, minute books, and other documents and records available for review to present management of IDEH prior to the Closing Date, during reasonable business hours and on reasonable notice.

(l) The execution of this Agreement does not materially violate or breach any material agreement or contract to which Seller or Heights 63 is a party and has been duly authorized by all appropriate and necessary action under other applicable law and Seller and Heights 63, to the extent required, have obtained all necessary approvals or consents required by any agreement to which Seller or Heights 63 is a party.

(m) All disclosure information provided by Seller and Heights 63 which is to be set forth in disclosure documents of IDEH or otherwise delivered to IDEH by Seller and Heights 63 for use in connection with the transaction described herein is true, complete and accurate in all material respects.

ARTICLE III - REPRESENTATIONS AND WARRANTIES

OF IDEH

Except as is otherwise described in the applicable Schedules, IDEH represents and warrants to the Seller, as of the date of this Agreement and as of the Closing, all as follows in this Article III:

(a) As of the Closing Date, the Preferred Stock, to be issued and delivered to the seller hereunder will, when so issued and delivered, constitute, duly authorized, validly and legally issued shares of IDEH common stock, fully-paid and non-assessable.

(b) IDEH has the corporate power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action, including the board of directors of IDEH. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which IDEH is a party or by which its assets and properties are bound, and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to IDEH or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the Certificate of Incorporation or by-laws of IDEH.

(c) IDEH has delivered to Seller a true and complete copy of IDEH’s Form 10-K the period ending December 31, 2010 and Forms 10-Q for the three months ended March 31, 2010 and June 30, 2010 (the "IDEH Financial Statements"). The IDEH Financial Statements are complete, accurate and fairly present the financial condition of IDEH as of the dates thereof and the results of its operations for the periods then ended. There are no liabilities or obligations either fixed or contingent not reflected therein. The IDEH Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of IDEH as of the dates thereof and the results of its operations and changes in financial position for the periods then ended.

(d) Since January 1, 2010, there have not been any material adverse changes in the financial condition of IDEH.

(e) IDEH is not a party to or the subject of any pending litigation, claims, decrees, orders, stipulations or governmental investigation or proceeding not reflected in the IDEH Financial Statements or otherwise disclosed herein, and there are no lawsuits, claims, assessments, investigations, or similar matters, against or affecting IDEH, its management or its properties. IDEH has complied in all material respects with decrees or orders applicable to it.

(f) IDEH is duly organized, validly existing and in good standing under the laws of the State of Nevada; has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material negative impact on it.

(g) IDEH has filed all federal, state, county and local income, excise, property and other tax, governmental and/or related returns, forms, or reports, which are due or required to be filed by it prior to the date hereof, except where the failure to do so would have no material adverse impact on IDEH, and has paid or made adequate provision in the IDEH Financial Statements for the payment of all taxes, fees, or assessments which have or may become due pursuant to such returns or pursuant to any assessments received. IDEH is not delinquent or obligated for any tax, penalty, interest, delinquency or charge.

Each such tax return or report is correct and complete in all material respects and fully discloses and does not understate the income, taxes, expenses, deductions and credits for the period to which it relates. Up to and including the Closing Date, no claim has been made against IDEH by any authority in a jurisdiction in which it does not file a return that it is or may be subject to any taxes in that jurisdiction. IDEH has not received notice of any actions, suits, proceedings, investigations or claims pending or threatened against IDEH in respect of any taxes nor are any matters relating to any taxes under discussion with any governmental authority.

(h) There are no existing options, calls, warrants, preemptive rights or commitments of any character relating to the issued or unissued capital stock or other securities of IDEH, except as contemplated in this Agreement and there exist no liens or other securities interests in any assets of IDEH.

(i) The corporate financial records, minute books, and other documents and records of IDEH have been made available to IDEH prior to the Closing, shall be delivered to new management of IDEH at Closing and are correct and accurate in all material respects and reflect all decisions made by the Board of Directors and the shareholders of IDEH.

(j) IDEH has not breached, nor is there any pending, or to the knowledge of management, any threatened claim that IDEH has breached, any of the terms or conditions of any agreements, contracts or commitments to which it is a party or by which it or its assets are is bound. The execution and performance hereof will not violate any provisions of applicable law or any agreement to which IDEH is subject. IDEH hereby represents that it has no business operations or material assets and it is not a party to any material contract or commitment other than appointment documents with its transfer agent, and that it has disclosed to IDEH all relationships or dealings with related parties or affiliates.

(k) IDEH common stock is currently approved for quotation on the OTC Pink Sheets under the symbol "IDEH" and there are no stop orders in effect or contemplated with respect thereto and no facts exist which may give rise there. IDEH has filed all annual and quarterly reports required to be filed by IDEH pursuant to the Securities Act of 1934, as amended. IDEH has not been informed, and has no reason to believe, that its common stock will be delisted or suspended from the OTC by FINRA. IDEH has fully complied will all applicable securities laws and regulations and is not in default of any of its obligations thereunder.

(l) All information regarding IDEH which has been provided to Seller or otherwise disclosed in connection with the transactions contemplated herein, is true, complete and accurate in all material respects. IDEH has provided to Seller all material information regarding IDEH.

(m) Immediately prior to the Closing, the outstanding capitalization of IDEH shall consist of no more than 3,570,000 shares of common stock plus the 30,710,000 shares of common stock to be redeemed pursuant to Section 4.2(c) below.

(n) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to IDEH, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, except for compliance with applicable securities laws and the filing of all documents necessary to consummate the transaction with any governmental entity, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which IDEH is a party or by which either is bound or to which any of their assets are subject, (d) result in the creation of any material lien or encumbrance upon the assets of IDEH or the funds being delivered in connection herewith, or (e) conflict with or result in a breach of or constitute a default under any provision of the charter documents of IDEH.

(o) IDEH does not have any agreements of any nature to acquire, directly or indirectly, any shares of capital stock, or other equity or ownership interest in, any person, firm or corporation, or its assets.

(p) There is no requirement to make any filing, give any notice to or obtain any license, permit, certificate, regulation, authorization, consent or approval of, any governmental or regulatory authorities as a condition to the lawful consummation of the transactions contemplated by this Agreement except for the filings with the U.S. Securities and Exchange Commission, and other notifications, consents and approvals described in this Agreement.

(q) The attached Schedule III (q) sets forth IDEH’s liabilities as of the Closing Date; and

(r) All disclosure information provided by IDEH which was delivered to Heights 63 for use in connection with the transaction described herein is true, complete and accurate in all material respects.

ARTICLE IV

CONDITIONS PRECEDENT

4.1 Conditions Precedent to the Obligations of Heights 63.

All obligations of Heights 63 under this Agreement are subject to the fulfillment, prior to or as of the Closing and/or the Closing Date, as indicated below, of each of the following conditions:

(a) The representations and warranties by or on behalf of IDEH contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing Date as though such representations and warranties were made at and as of such time.

(b) IDEH shall have performed and complied with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by it prior to or at the Closing.

(c) On or before the Closing Date, IDEH shall have delivered to Heights 63 certified copies of resolutions of the board of directors of IDEH approving and authorizing the execution, delivery and performance of this Agreement and authorizing all of the necessary and proper action to enable IDEH to comply with the terms of this Agreement including the election of Heights 63 s nominee to the Board of Directors of IDEH and all matters outlined herein.

(d) As of the Closing, Xxxxxxx X. Xxxxxxxxx III and Xxxxxxx X. Xxxxxxxx shall have resigned in writing from all positions as directors and officers of IDEH upon the election and appointment of the Heights 63’s nominees.

(e) At the Closing, all instruments and documents delivered to Seller and pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for Seller.

(f) The shares of restricted Series A Preferred Stock to be issued to the Seller will be duly authorized, validly issued, nonassessable and fully-paid under Nevada corporation law and will be issued in compliance with all federal, state and applicable corporation and securities laws.

(g) IDEH shall have delivered a legal opinion in substantially the form attached hereto as Exhibit 4.1(g).

4.2 Conditions Precedent to the Obligations of IDEH.

All obligations of IDEH under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions:

(a) The representations and warranties by Heights 63 and the Seller contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of such time.

(b) Seller shall have performed and complied with, in all material respects, all covenants, agreements, and conditions required by this Agreement to be performed or complied with prior to or at the Closing.

(c) IDEH and Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxxx, and JTMW Partners shall enter into a Redemption Agreement pursuant to which IDEH shall redeem 30,710,000 shares of IDEH common stock for a total redemption price of up to $510,000, $60,000 of which is to be paid at the Closing by wire transfer, and $450,000 of which is to be paid in the form of a 45-day secured promissory note. The Redemption Agreement and the promissory note shall be in the form set forth in Schedule “B” hereto.

4.3 Nature and Survival of Representations.

All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

ARTICLE V

DOCUMENTS DELIVERED AT CLOSING

5.1 Documents at Closing.

At the Closing, the following documents shall be delivered:

(a) Heights 63 will deliver, or will cause to be delivered, to IDEH the following:

(i) a certificate executed by the members of Heights 63 to the effect that all representations and warranties made by Heights 63 under this Agreement are true and correct as of the Closing, the same as though originally given to IDEH on said date;

(ii) a certificate from the jurisdiction of incorporation of Heights 63 dated at or about the Closing to the effect that Heights 63 is in good standing under the laws of said jurisdiction;

(iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;

(iv) certified copies of resolutions adopted by the directors of Heights 63 authorizing this transaction; and

(v) all other items, the delivery of which is a condition precedent to the obligations of Heights 63 as set forth herein.

(vi) Seller shall have delivered a legal opinion in substantially the form attached hereto as Exhibit 5.1(a)(vi).

(b) IDEH will deliver or cause to be delivered to Seller:

(i) stock certificates representing the Consideration Shares to be issued as the Purchase Price;

(ii) a certificate of the President of IDEH, to the effect that all representations and warranties of IDEH made under this Agreement are true and correct as of the Closing, the same as though originally given to Seller on said date;

(iii) certified copies of resolutions adopted by IDEH’s board of directors authorizing the transaction contemplated hereunder and all related matters described herein;

(iv) certificate from the jurisdiction of incorporation of IDEH dated at or about the Closing Date that IDEH is in good standing under the laws of said state;

(v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;

(vi) resignations of Xxxxxxx X. Xxxxxxxxx III and Xxxxxxx X. Xxxxxxxx as officers and directors of IDEH and appointment of new officers and directors as directed by Seller; and

(vii) all corporate and financial records of IDEH shall be delivered to Seller.

(viii) IDEH shall have delivered a legal opinion in substantially the form attached hereto as Exhibit 5.1B)(viii).

ARTICLE VI

INDEMNIFICATION

6.1 Indemnification.

For a period of one year from the Closing, IDEH agrees to indemnify and hold harmless Heights 63 and the Seller, and Heights 63 and Seller agree to indemnify and hold harmless IDEH and IDEH’s pre-Closing stockholders, at all times after the date of this Agreement against and in respect of any liability, damage or deficiency, all actions, suits, proceedings, demands, assessments, judgments, costs and expenses including attorney's fees incident to any of the foregoing, resulting from any material misrepresentations made by an indemnifying party to an indemnified party, an indemnifying party's breach of covenant or warranty or an indemnifying party's nonfulfillment of any agreement hereunder, or from any material misrepresentation in or omission from any certificate furnished or to be furnished hereunder.

ARTICLE VII

COVENANTS

7.1 Tax Free Reorganization.

It is intended by the parties that the Reorganization will constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, and the parties agree that if modification of the terms of this Agreement in a non-material manner to attain such qualification is necessary, they will negotiate in good faith to make such required modifications.

7.2 Finders Fee.

In the event that any broker or finder is entitled to be paid a fee in connection with the transactions contemplated by this Agreement, any such fee shall be paid after the Closing and shall not be deemed to be a liability of the IDEH prior to the Closing

ARTICLE VIII

MISCELLANEOUS

8.1 Specific Performance.

Each of the parties hereto acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties agrees that the other parties shall be entitled, without the necessity of pleading or proving irreparable harm or lack of an adequate remedy at law, to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof. Any such claim for specific performance or other equitable relief shall be brought and determined in the appropriate federal or state court in the State of New York located in New York City and in no other forum. The Parties hereby irrevocably submit to the jurisdiction of any such New York state court or federal court in connection with such claim for a specific performance or other equitable relief.

8.2 Miscellaneous.

(a) Public Announcement. Until the Closing, IDEH shall not make or issue, or cause to be made or issued, any announcement or written statement concerning this Agreement or the transactions contemplated hereby for dissemination to the general public without the prior consent of Heights 63 except, as determined by IDEH, to be required by law.

(b) Further Assurances. At any time, and from time to time, after the Closing Date, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement.

(c) Waiver. Any failure on the part of any party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the party to whom such compliance is owed.

(d) Amendment. This Agreement may be amended only in writing as agreed to by all parties hereto.

(e) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person, sent by prepaid first class registered or certified mail, return receipt requested, prepaid overnight courier for next business day delivery, or by email or facsimile with positive confirmation of delivery, to the following addresses:

To IDEH (Post Closing):

International Development and Environmental Holdings, Inc.

To Heights 63:

Xxxxx Xxxxxxxxx
c/o 2009 Venture Group, LLC
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Tel:
Fax:
Email: xxxxxxxx@xxx.xxx

To Seller:

Xxxxx Xxxxxxxxx
c/o 2009 Venture Group, LLC
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Tel:
Fax:
Email: mailto:xxxxxxxx@xxx.xxx

With copy to:

Xxxx Xxxxxxx, Esq.
Cyruli Xxxxxx Xxxx & Xxxxxx, LLP
Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Tel: 000 000-0000
Fax: 000 000-0000
Email: xxxxxxxx@xxxxxx.xxx

To JTMW Partners:

Xxxxxxx X. Xxxxxxxxx III
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Tel: 000 000-0000
Fax: 000 000-0000

Email: xxxxxxxxxx@xxxxxxxxx.xxx

and

Xxxxxxx X. Xxxxxxxx

Xxxxxxxx Law Group

0000 X. Xxxxxxx Xx.

Xxxxx, XX 00000

Tel: 000 000-0000

Fax: 000 000-0000

Email: xxxxxx@xxxxxxxx.xx.xxx

With copy to:

Xxxxx X. Xxxxxxxx, Esq.

Law Offices of Xxxxx X. Xxxxxxxx

000 Xxxxxxxxx Xxx

Xxxxxxx, XX 00000

Tel: 000 000-0000

Fax: 000 000-0000

Email: mailto:xxxxxxxxxxx@xxxxx.xxx

(f) Headings. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(h) Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York.

(i) Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors and assigns.

(j) Entire Agreement. This Agreement and the attached Exhibits constitute the entire agreement of the parties covering everything agreed upon or understood in the transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof.

(k) Severability. If any part of this Agreement is deemed to be unenforceable the balance of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

	International Development and
	Environmental Holdings, Inc.

	By:
	Title: Xxxxxxx X. Xxxxxxxxx III, CEO

	Heights 63 Management, LLC

	By:
	Title: Xxxxx Xxxxxxxxx, Managing Member

	Seller:


	Xxxxx Xxxxxxxxx

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ACQUISITION AND REORGANIZATION AGREEMENT

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