AGREEMENT AND PLAN OF ACQUISITION
THIS AGREEMENT AND PLAN OF ACQUISITION (the "Acquisition Agreement") is
made as of October 29, 2003, by and between Inamco International Corp., a
Delaware corporation ("Inamco"), and Advanced Diagnostics Inc., a Delaware
corporation ("Advanced"); (Inamco and Advanced collectively, the "Constituent
Corporations").
The authorized capital stock of Advanced consists of One Hundred (100)
shares of Common Stock, no par value per share. The authorized capital stock of
Inamco, upon effectuation of the transactions set forth in this Acquisition
Agreement, will consist of Fifty Million shares (50,000,000) of Common Stock,
$.00001 par value per share.
The directors of the Constituent Corporations deem it advisable and to the
advantage of the Constituent Corporations that Inamco acquire Advanced upon the
terms and conditions provided herein.
NOW THEREFORE, the parties do hereby adopt the plan of reorganization
encompassed by this Acquisition Agreement and do hereby agree that Advanced
shall be acquired by, and become a wholly owned subsidiary of Inamco on the
following terms, conditions and other provisions:
1. TERMS AND CONDITIONS
1.1 Acquisition. Advanced shall be acquired by Inamco (the "Acquisition"),
and Inamco shall be the parent corporation (the "Parenting Corporation")
effective at 12:01 p.m. October 29, 2003 (the "Effective Date").
1.2 Succession. On the Effective date, Inamco shall continue its corporate
existence under the laws of the State of Delaware, and the separate existence
and corporate organization of Advanced, except insofar as it may be continued by
operation of law, shall continue as well, and be deemed an wholly owned
subsidiary of Inamco.
1.3 Transfer of Assets and Liabilities. On the Effective date, the rights,
privileges, powers and franchises, both of public as well as a private nature,
of each of the Constituent Corporations shall stay vested in and possessed by
each of the Constituent Corporations, subject to all of the disabilities, duties
and restrictions of or upon each of the Constituent Corporations; and all and
singular rights, privileges, powers and franchises of each of the Constituent
Corporations, and all property, real, personal and mixed, of each of the
Constituent Corporations, and all debts due to each of the Constituent
Corporations on whatever account, and all things in action or belonging to each
of the Constituent Corporations shall stay vested in each of the Constituent
Corporations; and all property, rights, privileges, powers and franchises, and
all and every other interest, thereafter shall stay the property of each of the
Constituent Corporations as they were prior to the acquisition of Advanced by
Inamco, and the title to any real estate vested by deed otherwise in either of
the Constituent Corporations shall not revert or be in any way impaired by
reason of this Acquisition; provided, however, that the liabilities of the
Constituent Corporations and of their stockholders, directors and officers shall
not be affected and all rights and creditors and all liens upon any property of
either of the Constituent Corporations shall be preserved unimpaired, and any
claim exiting or action or proceeding pending by or against either of the
Constituent Corporations may be prosecuted to the judgment as if the Acquisition
had not been consummated, except as they may be modified with the consent of
such creditors, and all debts, liabilities and duties of or upon each of the
Constituent Corporations shall attach to the Parent Corporation, and may be
enforced against it to the same extent as if such debts, liabilities and duties
had been incurred or contracted by it.
1.4 Common Stock of Inamco and Advanced. On the Effective Date, by virtue
of the acquisition and without any further action on the part of the Constituent
Corporations or their respective stockholders, (i) all of the shares of Common
Stock of Advanced issued and outstanding immediately prior thereto shall be
combined, changes and converted into a total of 3,000,000 shares of Common Stock
of Inamco at the rate of 30,000 Inamco shares for each share of Advanced, and
(ii) each share of Common Stock of Advanced issued and outstanding immediately
prior thereto shall be transferred to Inamco so that Advanced shall become a
wholly owned subsidiary of Inamco.
1.5 Stock certificates. On and after the Effective Date, all of the
outstanding certificates that, prior to that time, represented shares of Common
Stock of Advanced shall be deemed for all purposes to evidence ownership of and
to represent the shares of Inamco into which the shares of Advanced represented
by such shares certificates have been converted as herein provided and shall be
so registered on the books and records of the Parent Corporation or its transfer
agents. The registered owner of any such outstanding stock certificates shall,
until such certificate shall have been surrendered for transfer or conversion or
otherwise accounted for to the Parenting Corporation or its transfer agent, have
and be entitled to exercise any voting and other rights with respect to and to
receive any dividend and other distribution upon the shares of Inamco evidenced
by such outstanding certificate as above provided.
1.6 Options. On the Effective Date, if any options or rights granted to
purchase shares of Common Stock of Advanced remain outstanding, then the
Parenting Corporation will assume the outstanding and unexercised portions of
such options and such options shall be changed and converted into options to
purchase Common Stock of Inamco, such that an option to purchase one share of
Common Stock of Advanced shall be converted into an option to purchase 30,000
shares of Common Stock of Inamco. No other changes in the terms and conditions
of such options will occur.
1.7 Purchase Rights. On the Effective Date, the Parenting Corporation will
assume the outstanding obligations of Advanced to issue Common Stock or other
capital stock pursuant to contractual purchase rights granted by Advanced, and
the outstanding and unexercised portions of all outstanding contractual rights
to purchase Common Stock or other capital stock of Advanced shall be changes and
converted into contractual rights to purchase Common Stock or other capital
stock, respectively, of Inamco such that a contractual right to purchase one
share of Common Stock or other capital stock of Advanced shall be converted into
a contractual right to purchase 30,000 shares of Common Stock or other capital
stock, respectively, of Inamco. No other changes in the terms and conditions of
such contractual purchase rights will occur.
1.8 Employee Benefit Plans. On the Effective Date, the Parenting
Corporation shall assume all obligations of Advanced under any and all employee
benefit plans in effect as of such date with respect to which employee rights or
accrued benefits are outstanding as of such date. On the Effective Date, The
Parenting Corporation shall adopt and continue in effect all such employee
benefit plans upon the same terms and conditions as were in effect immediately
prior to the Acquisition.
2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.1 Articles of Incorporation and Bylaws. The Articles of Incorporation of
Inamco in effect on the Effective date shall continue to be the Articles of
Incorporation of the Parenting Corporation.
The Bylaws of Inamco in effect on the Effective Date shall continue to be
the Bylaws of the Parenting Corporation without change or amendment until
further amended in accordance with the provision thereof and applicable law.
2.2 Directors. Xxxxxx Xxxxxx, the sole director of Advanced immediately
preceding the Effective Date shall remain as a director of the Parenting
Corporation on and after the Effective Date to serve until the expiration of his
term and until his successors are elected and qualified.
2.3 Officers. Xxxxxx Xxxxxx, the sole officer of Advanced immediately
preceding the Effective Date shall remain as President and Chief Executive
Officer of the Parenting Corporation on and after the Effective Date to serve at
the pleasure of its Board of Directors.
3. INAMCO'S REPRESENTATIONS and WARRANTIES
Inamco represents and Warrants to Advanced as follows:
3.1 Organization and Standing. Inamco is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and it is successor corporation Omni Assets, Inc., which was likewise duly
organized and in good standing at the time of its change in corporate structure,
as evidenced in Inamco's Form 10-KSB, a copy hereto attached. A true copy of
Inamco's certificate of incorporation, its by-laws and all minutes of Board and
Shareholder meetings will be delivered to Advanced at the Closing.
3.2 Authorization. Inamco has all requisite power and authority to execute,
deliver and perform this agreement. All necessary corporate proceedings have
been taken to authorize the execution, delivery and performance of the Agreement
by Inamco.
3.3 No Further Action Needed. No consent, authorization, approval, order,
license certificate, permit, declaration or filing with any Federal, State,
Local or other governmental authority or any Court or other tribunal is required
by Inamco. Nor is any consent of any party to any agreement, arrangement or
understanding to which any of its assets are subject, required for execution of
this agreement.
3.4 Capitalization. The authorized capital stock of Inamco consists of
50,000,000 shares of $.00001 par value common stock of which 27,600 shares are
issued and outstanding as of the date of this Agreement, but before the issuance
of any shares to Advanced stockholders. The parties hereby acknowledge that
prior to this Agreement, Advanced owns a total of 7,977 shares of Inamco or 30%
and Xxxxxx Xxxxxx, the sole shareholder of Advanced, beneficially owns a total
of 22,274 shares of Inamco or 81% of the outstanding common shares. Each such
share is validly authorized, issued and fully paid and non-assessable and has
not been issued in violation of any preemptive right of stockholders.
3.5 Commitment to Issue Securities. Parties to this Acquisition Agreement
realize that there other outstanding commitments, plans, and/or arrangements on
the part of Inamco that will issue options, warrants or other rights calling for
the issuance of a certain amount of common shares of Inamco's stock.
3.6 Anti-Dilution. As set forth in Section 3.4 above, Xxxxxx Xxxxxx is the
sole shareholder of Advanced and the principal shareholder of Inamco. Therefore
the shares of stock received by Xx. Xxxxxx shall be subject to an anti dilution
clause so that Xx. Xxxxxx shall be issued additional shares to ensure that he
retains at least seventy (70%) of the issued and outstanding shares of Inamco.
This clause is in consideration for this Agreement, the Agreement between Inamco
and Advanced Diagnostics, Inc., Xx. Xxxxxx'x employment agreement with Inamco as
President and Chief Executive Officer, and his services as the Chairman of the
Board of Directors to Inamco.
3.7 Financial Condition. Inamco has previously furnished Advanced with a
copy of its most current financial statements. Advanced and it shareholders
understand that Inamco is a "shell" company as described by certain financial
accounting methods and any financial statements are accurate and complete in all
material respects. There has not been any material adverse change in the
financial condition of Inamco, its assets or liabilities, since the date of such
financial statements.
3.8 No Undisclosed Fact. There is no fact known to Inamco which materially
adversely affects or may in the future materially adversely affect the financial
condition, operations, assets, liabilities or future prospects of Inamco.
3.9 Tax and Other Liabilities. Inamco has no obligation of any nature,
accrued or contingent, including liabilities for Federal, state or, local taxes,
or to suppliers, for claims, losses, damages (including tax deficiencies),
costs, expenses, guarantees, or responsibilities other than those for which
disclosure has been made on financial statements provided to Advanced.
3.10 Litigation and Claims. There is no known litigation, arbitration,
claim, governmental or other proceeding or investigation pending, threatened or
in process with respect to Inamco, its business or its assets.
4. ADVANCED'S REPRESENTATIONS AND WARRANTIES
Advanced represents and warrants to Inamco as follows:
4.1 Organization and Standing. Advanced is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
4.2 Authorization. Advanced has all requisite power and authority to
execute, deliver and perform this agreement. All necessary corporate proceedings
have been taken to authorize the execution, delivery and performance of this
Agreement by Advanced.
4.3 No Further Action Needed. No consent, authorization, approval, order,
license certificate, permit, declaration or filing with any Federal, State,
Local or other governmental authority or any Court or other tribunal is required
by Advanced. Nor is any consent of any party to any agreement, arrangement or
understanding to which any of its assets are subject, required for execution of
this agreement.
4.4 Capitalization. The authorized capital stock of Advanced consists of
100 shares of no par value common stock of which 100 shares are outstanding.
Each such share is validly authorized, issued and fully paid and non-assessable
and has not been issued in violation of any preemptive right of stockholders.
4.5 Financial Condition. Advanced has previously furnished Inamco with a
copy of its most current financial statements. Such financial statements are
accurate and complete in all material respects. There has not been any material
adverse change in the financial condition of Advanced, its assets, liabilities
or properties since the date of such financial statements.
4.6 No Undisclosed Fact. There is no fact known to Advanced which
materially adversely affects or may in the future materially adversely affect
the financial condition, operations, assets, liabilities or future prospects of
Advanced.
4.7 Tax and Other Liabilities. Advanced has no obligation of any nature,
accrued or contingent, including liabilities for Federal, state or, local taxes,
or to suppliers, or for claims, losses, damages (including tax deficiencies),
costs, expenses, guarantees, or responsibilities other than those for which
disclosure has been made on financial statements provided to Advanced, and apart
from usual and customary transactions which have occurred in the regular course
of Advanced's business.
4.8 Litigation and Claims. There is no known litigation, arbitration,
claim, governmental or other proceeding or investigation pending, threatened or
in process with respect to Advanced, its business or its assets.
5. MISCELLANEOUS
5.1 Further Assurances. From time to time, and when required by the
Parenting Corporation or by its successors and assigns, the Parenting
Corporation shall execute and deliver, or cause to be executed and delivered,
such deeds and other instruments, and the Parenting Corporation shall take or
cause to be taken such further and other action as shall be appropriate or
necessary in order to vest or perfect in or to conform of record or otherwise,
in the Parenting Corporation the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises and
authority of Inamco and otherwise to carry out the purpose of this Acquisition
Agreement, and the officers and directors of the Parenting Corporation are
authorized fully in the name and on behalf of Inamco or otherwise to take any
and all such action and to execute and deliver any and all such deeds and other
instruments.
5.2 Amendment. At any time before or after approval by the stockholders of
Advanced, this Acquisition Agreement may be amended in any manner (except that,
after the approval of the Acquisition Agreement by the stockholders of Advanced,
the principal terms may not be amended without the further approval of the
stockholders of Advanced) as may be determined in the judgment of the respective
Board of Directors of Inamco and Advanced to be necessary, desirable, or
expedient in order to clarify the intention of the parties hereto or to effect
or facilitate the purpose and intent of this Acquisition Agreement.
5.3 Conditions of the Acquisition. The obligation of the Constituent
Corporations to effect the transactions contemplated hereby is subject to
satisfaction of the following conditions (any or all of which may be waived by
either of the Constituent Corporations in its sole discretion to the extent
permitted by law):
(a) the Acquisition shall have been approved by the stockholders of
Advanced and Inamco in accordance with applicable provisions of the
Delaware General Corporation Law; and
(b) any and all consents, permits, authorizations, approvals, and
orders deemed in the sole discretion of Advanced and Inamco to be material
to consummation of the Acquisition shall have been obtained.
5.4 Abandonment or Deferral. Notwithstanding the approval of this
Acquisition Agreement by the stockholders of Advanced or Inamco, at any time
before the Effective Date, (a) this Acquisition Agreement may be terminated and
the Acquisition may be abandoned by the Board of Directors of either Advanced or
Inamco or both or (b) the consummation of the Acquisition may be deferred for a
reasonable period of time if, in the opinion of the Board of Directors of
Advanced and Inamco, such action would be in the best interests of such
corporations. In the event of termination of this Acquisition Agreement, this
Acquisition Agreement shall become void and of no effect and there shall be no
liability on the part of either Constituent Corporation or their respective
Board of Directors or stockholders with respect thereto, except that Advanced
shall pay all expenses incurred in connection with the Acquisition or in respect
to this Acquisition Agreement or relating thereto.
5.5 Counterparts. In order to facilitate the filing and recording of this
Acquisition Agreement, the same may be executed in any number of counterparts,
each of which shall be deemed to be an original
6. CLOSING
6.1 The closing shall be held at the office's of Inamco's counsel Xxxxxx &
Xxxxxx, LLP., at: Freehold Executive Center, 0000 Xxxxx 0 Xxxxx, 0xx Xxxxx,
Xxxxxxxx, XX 00000 on October 29, 2003, unless another date or place is agreed
upon by the parties ("Closing Date").
6.2 After the Closing, and from time to time thereafter, the parties hereto
shall execute any additional instruments and take such other action as either
party may reasonably request in order to facilitate the transactions
contemplated herby.
IN WITNESS WHEREOF, This Acquisition Agreement, having first been duly
approved by the respective Boards of Directors of Advanced and Inamco, hereby is
executed on behalf of each such corporation and attested by their respective
officers hereunto duly authorized.
ADVANCED DIAGNOSTICS, INC.
A Delaware Corporation
By:/s/Xxxxxx Xxxxxx
________________________________
Xxxxxx Xxxxxx
Owner
INAMCO INTERNATIONAL CORP.,
A Delaware Corporation
By:/s/Xxxxxx Xxxxxx
_______________________________
Xxxxxx Xxxxxx
President, CEO and Chairman
