Exhibit 2.1
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated
December 30, 1997, and is by and between Nanotech Corporation, a Delaware
corporation (the "Company"), Sensitron Acquisition Corp, a Utah Corporation
("SAQ"), and Sensitron Inc., a Utah corporation ("Sensitron").
R E C I T A L S
WHEREAS, the shareholders of Sensitron ("Shareholders") own the shares of
capital stock of Sensitron as set forth in Schedule 1 attached hereto,
constituting all of the issued and outstanding stock of Sensitron (the
"Sensitron Shares");
WHEREAS, the Company is a public company, required to file reports under
Section 13 of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx");
WHEREAS, the Company is the owner of all of the outstanding shares of
SAQ; and
WHEREAS, the Board of Directors of the Company, SAQ and Sensitron deem it
advisable that the acquisition by the Company of Sensitron be effected through
the merger (the "Merger") of Sensitron and SAQ pursuant to this Agreement and
Articles of Merger; and
WHEREAS, the Company desires to acquire all of the outstanding Sensitron
shares for shares of Common Stock of the Company, in a transaction that
qualifies under Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as
amended (the "Code"); and
WHEREAS, the Boards of Directors of the Company, SAQ and Sensitron intend
that the Merger constitute a "reorganization" under Section 368(a)(2)(E) of
the Code, and the infusion of assets to be a tax-free transfer under Section
351 of the Code and the rules and regulations of the Internal Revenue Service
(the "IRS") promulgated thereunder, have approved and adopted this Agreement
as a "plan of reorganization" within the meaning of Section 368 of the Code,
and the rules and regulations of the IRS promulgated thereunder, and intend
that the Merger be treated as a tax free merger under the Code and the rules
and regulations of the IRS promulgated thereunder.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties agree as follows:
I. MERGER
1.01 Merger. SAQ shall merge with and into Sensitron pursuant to the
Utah Revised Business Corporation Act (the "Merger") and in accordance with
the Articles of Merger among the Company, SAQ and Sensitron (the "Articles of
Merger"), a copy of which is attached hereto as Exhibit 2. The Merger shall
be effective on the date on which the Articles of Merger, or a conformed copy
thereof, in substantially the form annexed hereto as Exhibit 2, has been filed
with the Division of Corporations and Commercial Code of Utah, which filing
shall take place upon Closing.
1.02. Closing. The Closing of the transaction contemplated by this
Agreement (the "Closing") shall take place at the offices of Hand & Hand
within 3 business days after the completion of the minimum offering described
in Section 6.01. At Closing, and pursuant to the Articles of Merger, all
outstanding Sensitron Shares shall be cancelled and in lieu thereof the
Shareholders shall receive an aggregate of 9,827,779 shares of Company Common
Stock (the "Company Shares"). The Merger shall be a "Reverse Triangular
Merger" pursuant to Section 368 (a)(2)(E) of the Internal Revenue Code.
1.03. Deliveries. Upon Closing, the parties are delivering the
following documents:
1.03(a). The items and documents set forth in Sections 1.01 and 1.02.
1.03(b). The Company Shares described in Section 1.02
1.03(c). The Company shall deliver the resignations of all of its
current officers and directors, and a board resolution electing Xxxx Xxxx,
Xxxx Xxxxxxx and Xxxxxx X. Xxxxxxx, Xx. to the Board of Directors of the
Company.
1.04. Filings. Following with the Closing, the Company shall file
the following documents:
1.04(a). A Current Report on Form 8-K with the U.S. Securities and
Exchange Commission, reporting the transactions set forth in this Agreement,
any change of auditors, or other events required to be reported in such
report.
1.04(b). A Form 3 report of beneficial ownership with the U.S.
Securities and Exchange Commission with respect to each director, executive
officer or greater than 10% holder of Company Shares, signed by such director,
executive officer or shareholder, as the case may be.
1.04(c). A Schedule 13D with the U.S. Securities and Exchange
Commission for each person who is required to file such form as a result of
obtaining greater than 5% beneficial ownership of the Company's Common Stock
as a result of the transactions contemplated by this Agreement.
1.04(d). A Certificate of Amendment to the Certificate of
Incorporation of the Company with the Delaware Secretary of State changing the
name of the Company to "Sensitron, Inc." or a similar name as may be
determined by the Board of Directors.
II. REPRESENTATIONS AND WARRANTIES OF SENSITRON
Sensitron represents and warrants to the Company as follows, as of the
date of this Agreement and as of the Closing:
2.01. Organization.
2.01(a). Sensitron is a corporation duly organized, validly existing
and in good standing under the laws of the State of Utah; Sensitron has the
corporate power and authority to carry on its business as presently conducted;
and Sensitron is qualified to do business in all jurisdictions where the
failure to be so qualified would have a material adverse effect on its
business.
2.02. Capitalization.
2.02(a). The authorized capital stock and the issued and outstanding
shares of Sensitron is as set forth on Exhibit 2.02(a). All of the issued and
outstanding shares of Sensitron are duly authorized, validly issued, fully
paid and nonassessable.
2.02(b). Except as set forth in Exhibit 2.02(b) there are no
outstanding options, warrants, or rights to purchase any securities of
Sensitron.
2.03. Subsidiaries and Investments. Sensitron does not own any
capital stock or have any interest in any corporation, partnership or other
form of business organization, except as described in Exhibit 2.03 hereto.
2.04. Financial Statements. The unaudited financial statements of
Sensitron as of and for the period inception to October 31, 1997, including
the unaudited balance sheet as of October 31, 1997 and the related unaudited
statement of operations for the period then ended (the "Financial Statements")
present fairly the financial position and results of operations of Sensitron,
on a consistent basis. The financial records of Sensitron are of such a
character and quality that an unqualified (except as to going concern) audit
of the Sensitron Financial Statements may be performed within 75 days of the
Closing.
2.05. No Undisclosed Liabilities. To the best knowledge of
Sensitron, other than as described in Exhibit 2.05 attached hereto, Sensitron
is not subject to any material liability or obligation of any nature, whether
absolute, accrued, contingent, or otherwise and whether due or to become due,
which is not reflected or reserved against in the Financial Statements, except
those incurred in the normal course of business.
2.06. Absence of Material Changes. Since October 31, 1997, except as
described in any Exhibit attached hereto or as required or permitted under
this Agreement, there has not been:
2.06(a). any material adverse change in the condition (financial or
otherwise) of the properties, assets, liabilities or business of Sensitron,
except changes in the ordinary course of business which, individually and in
the aggregate, have not been materially adverse;
2.06(b). any redemption, purchase or other acquisition of any shares
of the capital stock of Sensitron, or any issuance of any shares of capital
stock or the granting, issuance or exercise of any rights, warrants, options
or commitments by Sensitron relating to their authorized or issued capital
stock; or
2.06(c). any change or amendment to the Articles of Incorporation of
Sensitron.
2.07. Litigation. Except as set forth in Exhibit 2.07 attached
hereto, to the best knowledge of Sensitron there is no litigation, proceeding
or investigation pending or threatened against Sensitron affecting any of its
properties or assets against any officer, director, or stockholder of
Sensitron that might result, either in any case or in the aggregate, in any
material adverse change in the business, operations, affairs or condition of
Sensitron or its properties or assets, or that might call into question the
validity of this Agreement, or any action taken or to be taken pursuant
hereto.
2.08. Title To Assets. Sensitron has good and marketable title to
all of its assets and properties now carried on its books including those
reflected in the balance sheets contained in the Financial Statements, free
and clear of all liens, claims, charges, security interests or other
encumbrances, except as described in Exhibit 2.08 attached hereto or any other
Exhibit.
2.09. Transactions with Affiliates, Directors and Shareholders.
Except as set forth in Exhibit 2.09 attached hereto, there are and have been
no contracts, agreements, arrangements or other transactions between
Sensitron, and any officer, director, or stockholder of Sensitron, or any
corporation or other entity controlled by the Shareholders, a member of the
Shareholders' families, or any affiliate of the Shareholders.
2.10. No Conflict. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not conflict
with or result in a breach of any term or provision of, or constitute a
default under, the Articles of Incorporation or Bylaws of Sensitron, or any
agreement, contract or instrument to which Sensitron is a party or by which it
or any of its assets are bound.
2.11. Disclosure. To the actual knowledge of Sensitron, neither this
Agreement, the Financial Statements nor any other agreement, document,
certificate or written or oral statement furnished to the Company by or on
behalf of Sensitron in connection with the transactions contemplated hereby,
contains any untrue statement of a material fact or when taken as a whole
omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading.
2.12. Authority. Sensitron has full power and authority to enter
into this Agreement and to carry out the transactions contemplated herein.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, have been duly authorized and approved by
the Board of Directors of Sensitron and, other than the approval by the
Shareholders of Sensitron described in Section 6.04, no other corporate
proceedings on the part of Sensitron are necessary to authorize this Agreement
and the transactions contemplated hereby.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Sensitron as follows, as of
the date of this Agreement and as of the Closing:
3.01. Organization.
3.01(a). The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware; has
the corporate power and authority to carry on its business as presently
conducted; and is qualified to do business in all jurisdictions where the
failure to be so qualified would have a material adverse effect on the
business of the Company.
3.01(b). The copies of the Certificate of Incorporation, of the
Company, as certified by the Secretary of State of Delaware, and the Bylaws of
the Company are complete and correct copies of the Certificate of
Incorporation and the Bylaws of the Company as amended and in effect on the
date hereof. All minutes of meetings and actions in writing without a meeting
of the Board of Directors and shareholders of the Company are contained in the
minute book of the Company and no minutes or actions in writing without a
meeting have been included in such minute book since such delivery to
Sensitron that have not also been delivered to Sensitron.
3.02. Capitalization of the Company. The authorized capital stock of
the Company consists of 20,000,000 shares of Common Stock, par value $.001 per
share, of which 666,666 shares are outstanding, (including the convertible
note mentioned in Section 6.02) and 1,000,000 shares of preferred stock, none
of which is outstanding. The Company shareholders have approved an increase
in the authorized common stock up to 100,000,000 shares. All outstanding
shares are duly authorized, validly issued, fully paid and non-assessable.
Following the merger issuance of Company Shares, a forward stock split
described in Section 6.02, and the placement described in Section 6.01, the
capitalization of the Company shall be 15,827,779 shares of common stock.
3.03. Subsidiaries and Investments. Other than SAQ, the Company does
not own any capital stock or have any interest in any corporation,
partnership, or other form of business organization. SAQ is newly organized
and has no liabilities or assets.
3.04. Authority. The Company has full power and authority to enter
into this Agreement and to carry out the transactions contemplated herein.
The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the issuance of the Company Shares in
accordance with the terms hereof, have been duly authorized and approved by
the Board of Directors of the Company and no other corporate proceedings on
the part of Company are necessary to authorize this Agreement, the
transactions contemplated hereby and the issuance of the Company Shares in
accordance with the terms hereof.
3.05. No Undisclosed Liabilities. Other than as described in Exhibit
3.05 attached hereto, the Company is not subject to any material liability or
obligation of any nature, whether absolute, accrued, contingent, or otherwise
and whether due or to become due.
3.06. Litigation. There is no litigation, proceeding or
investigation pending or to the knowledge of the Company, threatened against
the Company affecting any of its properties or assets, or, to the knowledge of
the Company, against any officer, director, or stockholder of the Company that
might result, either in any case or in the aggregate, in any material adverse
change in the business, operations, affairs or condition of the Company or any
of its properties or assets, or that might call into question the validity of
this Agreement, or any action taken or to be taken pursuant hereto.
3.07. Title To Assets. The Company has good and marketable title to
all of its assets and properties now carried on its books including those
reflected in the balance sheet contained in the Company's financial
statements, free and clear of all liens, claims, charges, security interests
or other encumbrances, except as described in the balance sheet included in
the Company's financial statements or on any Exhibits attached hereto.
3.08. Contracts and Undertakings. Exhibit 3.08 attached hereto
contains a list of all contracts, agreements, leases, licenses, arrangements,
commitments and other undertakings to which the Company is a party or by which
it or its property is bound. Each of said contracts, agreements, leases,
licenses, arrangements, commitments and undertakings is valid, binding and in
full force and effect. The Company is not in material default, or alleged to
be in material default, under any contract, agreement, lease, license,
commitment, instrument or obligation and, to the knowledge of the Company, no
other party to any contract, agreement, lease, license, commitment, instrument
or obligation to which the Company is a party is in default thereunder nor, to
the knowledge of the Company, does there exist any condition or event which,
after notice or lapse of time or both, would constitute a default by any party
to any such contract, agreement, lease, license, commitment, instrument or
obligation.
3.09. Underlying Documents. Copies of all documents described in any
Exhibit attached hereto (or a summary of any such contract, agreement or
commitment, if oral) have been made available to Sensitron and are complete
and correct and include all amendments, supplements or modifications thereto.
3.10. Transactions with Affiliates, Directors and Shareholders.
Except as set forth in Exhibit 3.10 hereto, there are and have been no
contracts, agreements, arrangements or other transactions between the Company,
and any officer, director, or 5% stockholder of the Company, or any
corporation or other entity controlled by any such officer, director or 5%
stockholder, a member of any such officer, director or 5% stockholder's
family, or any affiliate of any such officer, director or 5% stockholder.
3.11. No Conflict. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not conflict
with or result in a breach of any term or provision of, or constitute a
default under, the Certificate of Incorporation or Bylaws of the Company, or
any agreement, contract or instrument to which the Company is a party or by
which it or any of its assets are bound.
3.12. Disclosure. To the actual knowledge of the Company, neither
this Agreement nor any other agreement, document, certificate or written or
oral statement furnished to Sensitron and the Shareholders by or on behalf of
the Company in connection with the transactions contemplated hereby, contains
any untrue statement of a material fact or when taken as a whole omits to
state a material fact necessary in order to make the statements contained
herein or therein not misleading.
3.13. Financial Statements. The financial statements of the Company
set forth in its Form 10K-SB for the year ended March 31, 1997 and its Form
10-QSB for the quarter ended September 30, 1997 present fairly the financial
position and results of operations of the Company, on a consistent basis.
3.14. Absence of Material Changes. Since September 30, 1997, except
as described in any Exhibit hereto or as required or permitted under this
Agreement, there has not been:
3.14(a). any material change in the condition (financial or otherwise)
of the properties, assets, liabilities or business of Company, except changes
in the ordinary course of business which, individually and in the aggregate,
have not been materially adverse.
3.14(b). any redemption, purchase or other acquisition of any shares
of the capital stock of the Company, or any issuance of any shares of capital
stock or the granting, issuance or exercise of any rights, warrants, options
or commitments by Sensitron relating to their authorized or issued capital
stock.
3.14(c). any amendment to the Certificate of Incorporation of the
Company.
3.15 Securities Law Compliance
3.15(a) The Company's common stock is registered under Section
12(g) of the Exchange Act pursuant to a Form 10-SB which became effective on
August 16, 1994. The Company has filed all reports and other material
required to be filed by it with the SEC pursuant to Section 13 or other
provisions of the Exchange Act. Such filed reports and materials do not
contain any misstatements of material facts, nor do they omit any material
information required to be stated therein or necessary to prevent the
statements therein from becoming misleading.
3.15(b) The currently outstanding common stock of the Company was
issued pursuant to valid exemptions from registration under the Securities Act
of 1933 pursuant to Regulations D or S promulgated thereunder. The currently
outstanding common stock of the Company was issued pursuant to valid
exemptions from registration under the securities laws of the states and
foreign jurisdictions where the offerings of such common stock occurred.
3.15(c) To the best knowledge of the Company, all officers,
directors and 5% or greater beneficial owners of the Company have complied
with their obligations under Sections 13(d) and 16 of the Exchange Act, and
have done so in a timely fashion since April 1, 1995.
3.15(d) To the best knowledge of the Company, neither the Company
nor any promoter, officer, director or 5% or greater beneficial owner of the
Company is subject to the disqualifications described in Section 230.262 of
Regulation A promulgated under the Securities Act of 1933, nor are proceedings
pending or threatened which would, if adversely decided, result in any such
disqualification.
IV. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
All representations, warranties and covenants of the Company and
Sensitron contained herein shall survive the consummation of the transactions
contemplated herein and remain in full force and effect.
V. CONDITIONS TO CLOSING
5.01. Conditions to Obligation of Sensitron. The obligations of
Sensitron under this Agreement shall be subject to each of the following
conditions:
5.01(a). The representations and warranties of the Company herein
contained shall be true in all material respects at the Closing with the same
effect as though made at such time. The Company shall have performed in all
material respects all obligations and complied in all material respects, to
its actual knowledge, with all covenants and conditions required by this
Agreement to be performed or complied with by it at or prior to the Closing.
5.01(b). No injunction or restraining order shall be in effect, and no
action or proceeding shall have been instituted and, at what would otherwise
have been the Closing, remain pending before a court to restrain or prohibit
the transactions contemplated by this Agreement.
5.01(c). All statutory requirements for the valid consummation by the
Company of the transactions contemplated by this Agreement shall have been
fulfilled. All authorizations, consents and approvals of all governments and
other persons required to be obtained in order to permit consummation by the
Company of the transactions contemplated by this Agreement shall have been
obtained.
5.01(d). The fulfillment of the obligations of the Company
(including the sale of the minimum offering of 2,666,666 shares) set forth in
Sections 6.01. and 6.03.
5.02. Conditions to Obligations of the Company. The obligation of
the Company under this Agreement shall be subject to the following conditions:
5.02(a). The representations and warranties of Sensitron herein
contained shall be true in all material respects as of the Closing, and shall
have the same effect as though made at the Closing; Sensitron shall have
performed in all material respects all obligations and complied in all
material respects, to its actual knowledge, with all covenants and conditions
required by this Agreement to be performed or complied with by it prior to the
Closing.
5.02(b). No injunction or restraining order shall be in effect
prohibiting this Agreement, and no action or proceeding shall have been
instituted and, at what would otherwise have been the Closing, remain pending
before the court to restrain or prohibit the transactions contemplated by this
Agreement.
5.02(c). All statutory requirements for the valid consummation by
Sensitron of the transactions contemplated by this Agreement shall have been
fulfilled. All authorizations, consents and approvals of all governments and
other persons required to be obtained in order to permit consummation by
Sensitron of the transactions contemplated by this Agreement shall have been
obtained.
5.02(d) The fulfillment of the obligations of Sensitron set forth
in Section 6.04.
VI. CERTAIN AGREEMENTS
6.01. Transfer of Assets. The Company shall immediately commence the
preparation of a private placement memorandum to issue or sell 4,000,000
shares of Common Stock, at a (post-split) net price of $.75 per share, which
one half of the shares may be subscribed for with shares of a public company
acceptable to Sensitron (the "Securities"). The infusion of cash and
securities in this placement is intended to qualify as a tax-free transaction
under Section 351 of the Code. The minimum offering shall be for 2,666,000
Shares, of which no less than 2,000,000 shall have been sold for cash. The
Company and Sensitron intend to use these funds to pay indebtedness
($800,000), pay accrued taxes of $160,000, purchase equipment ($450,000) and
for technology development ($1,590,000). The Company shall rely on
information provided by Sensitron in the preparation of such private placement
memorandum. Sensitron agrees to indemnify the Company and persons who control
the Company for any false statement of a material fact or the omission of any
material fact required to be included to make the statements made in the
memorandum not misleading, related to Sensitron; provided that such statement
or omission was made in reliance on information provided in writing. The
Company agrees to indemnify Sensitron and persons who control Sensitron for
any false statement of a material fact or the omission of any material fact
required to be included to make the statements made in the memorandum not
misleading, related to the Company; provided that such statement or omission
was made in reliance on information provided in writing. The parties
acknowledge, however, that it is the position of the Securities and Exchange
Commission that indemnification for liabilities under the federal securities
laws is against public policy and is unenforceable.
6.02. Forward Stock Split. Immediately prior to the Closing, Jehu
Hand shall convert his note payable into 242,066 (pre-split) shares of common
stock and the Company shall effect a 3 for 1 forward stock split, resulting in
approximately 2,000,000 Shares outstanding.
6.03. Reporting Requirements. The Company shall file all reports
required by Section 13 of the Securities Exchange Act of 1934 and shall
maintain its books and records in accordance with Sections 12 and 13 thereof.
The parties agree that the failure of the Company to make such filings with
the Securities and Exchange Commission shall constitute a material breach of
this Agreement.
6.04. Shareholder Approval. Sensitron shall submit the Merger to its
Shareholders for approval, and the Company shall approve the Merger as the
sole shareholder of SAQ. The Closing is subject to not more than 10% of the
Sensitron shareholders electing dissentor's rights under the Utah Revised
Business Corporation Act. The Board of Directors of Company, prior to the
Closing, will reserve sufficient shares of Company Common Stock for issuance
pursuant to the terms of the Articles of Merger and take such other action as
is necessary in connection therewith.
6.05. Escrow. As described above, Company Shares may be subscribed
for in the private placement for Securities rather than cash (the "Contingent
Shares"). The Company and Sensitron agree that the Contingent Shares shall
not be deemed issued unless the Company realizes at least the private
placement price of $.75 per Contingent Share on sale of the Securities. The
Securities and the Contingent Shares shall be placed in an escrow at a
mutually agreeable location. On request of the investors from time to time,
Securities shall be released from escrow to the Company to be sold within 48
hour of their release. The Company shall notify the escrow agent of the net
proceeds received from such sale, and the Contingent Shares shall be released
to the investors on the basis of $.75 of net proceeds per Contingent Share.
Any Securities remaining in escrow after release of all the Contingent Shares
shall be returned to the investors. Any Contingent Shares remaining in escrow
after the sale of all the Securities shall be cancelled. In the event that
the escrow account contains both unsold Securities and Contingent Shares on
February 15, 1998, the Company, may in its absolute discretion, either (i)
sell the Securities and issue Contingent Shares to the investors on the basis
of $.75 of net proceeds per Contingent Share, or (ii) retain the Securities at
their market value (which shall be deemed to be the closing bid price of the
Securities on February 13, 1998) and release or cancel the remaining
Contingent Shares as if the Securities had been sold at such market price.
Unless otherwise agreed by the investors, any release or cancellation of
Contingent Shares shall be prorated among all investors tendering Securities
of a given issuer.
VII. MISCELLANEOUS
7.01. Finder's Fees, Investment Banking Fees. Neither Sensitron nor
the Company have retained or used the services of any person, firm or
corporation in such manner as to require the payment of any compensation as a
finder or a broker in connection with the transactions contemplated herein.
7.02. Tax Treatment. The transactions contemplated hereby are
intended to qualify as a so-called "tax-free" reorganization under the
provisions of Section 368 of the Code and as a tax free transfer under Section
351 of the Code. The Company and Sensitron acknowledge, however, that they
each have been represented by their own tax advisors in connection with this
transaction; that neither has made any representation or warranty to the other
with respect to the treatment of such transaction or the effect thereof under
applicable tax laws, regulations, or interpretations; and that no attorney's
opinion or private revenue ruling has been obtained with respect to the
effects thereof under the Internal Revenue Code of 1986, as amended.
7.03. Further Assurances. From time to time, at the other party's
request and without further consideration, each of the parties will execute
and deliver to the others such documents and take such action as the other
party may reasonably request in order to consummate more effectively the
transactions contemplated hereby.
7.04. Parties in Interest. Except as otherwise expressly provided
herein, all the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective
heirs, beneficiaries, personal and legal representatives, successors and
assigns of the parties hereto.
7.05. Entire Agreement; Amendments. This Agreement, including the
Schedules, Exhibits and other documents and writings referred to herein or
delivered pursuant hereto, which form a part hereof, contains the entire
understanding of the parties with respect to its subject matter. There are no
restrictions, agreements, promises, warranties, covenants or undertakings
other than those expressly set forth herein or therein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to its subject matter. This Agreement may be amended only by a
written instrument duly executed by the parties or their respective successors
or assigns.
7.06. Headings, Etc. The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretations of this Agreement.
7.07. Pronouns. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as
the identity of the person, persons, entity or entities may require.
7.08. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
7.09. Governing Law. This Agreement shall be governed by the laws of
the State of California (excluding conflicts of laws principles) applicable to
contracts to be performed in the State of California.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as the date first above written.
NANOTECH CORPORATION SENSITRON, INC.
By: /s/ Jehu Hand By: /s/ Xxxxxxx X. Xxxx
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Name: Jehu Hand Name: Xxxxxxx X. Xxxx
Title: President Title: President
SENSITRON ACQUISITION CORP.
By: /s/ Jehu Hand
-------------
Name: Jehu Hand
Title: President
