Ex-2.4
Agreement and Plan of Reorganization
EXHIBIT 2.4
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization ("Agreement"), by and among Telegen
Corporation, a California corporation ("Telegen"), certain persons listed in
Exhibit A hereof and additional persons exchanging shares under this Agreement
pursuant to Section 1.01 (the "Shareholders"), being the owners of record of an
aggregate of up to 16,725,000 of the issued and outstanding shares of eTraxx, a
California corporation ("eTraxx") and eTraxx.
WHEREAS, Telegen wishes to acquire and the Shareholders wish to transfer an
aggregate of up to 16,725,000 of the issued and outstanding shares of common
stock (the "eTraxx Shares") of eTraxx in exchange for an aggregate of up to
5,575,000 shares of common stock of Telegen in a transaction intended to qualify
as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal
Revenue Code of 1954, as amended.
NOW, THEREFORE, Telegen, the Shareholders and eTraxx adopt this plan of
reorganization and agree as follows:
SECTION 1. EXCHANGE OF STOCK
1.01 NUMBER OF SHARES. The Shareholders agree to transfer to Telegen at the
Closing the number of shares of common stock of eTraxx (representing 56.2%
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of the total outstanding shares of eTraxx), shown opposite their names on
Exhibit A, in exchange for 5,075,000 shares of common stock of Telegen. The
Telegen Shares will be issued at the Closing to the Shareholders in the numbers
shown opposite their names as set forth on Exhibit A. eTraxx and Telegen shall
also offer to eTraxx shareholders who have not previously agreed to exchange
their shares for Telegen shares (the "Non-selling Shareholders") the opportunity
to exchange up to an additional 1,500,000 eTraxx shares in exchange for an up to
500,000 shares of common stock of Telegen, for an aggregate of up to 16,755,000
eTraxx shares representing up to 61.7% of the total outstanding shares of eTraxx
in exchange for up to 5,575,000 shares of common stock of Telegen (the "Telegen
Shares"). Non-selling Shareholders who wish to exchange their eTraxx shares for
Telegen shares under this Agreement must execute a Selling Acknowledgment of the
form attached as Exhibit H no later than June 30, 2000.
1.02 THE CLOSING. The Closing is contingent upon and shall take place only
following (a) confirmation of the Plan of Reorganization (the "Plan") of Telegen
substantially in the form attached hereto as Exhibit B with the United States
Bankruptcy Court for the Northern District of California (the "Court") in the
case ("Chapter 11 Case") entitled "In Re Telegen Corporation" (Case No.
98-34876-DM-11), (b) the receipt of a minimum of $1,000,000 in gross proceeds
from the April 1, 2000 offering by eTraxx of an aggregate of 2,400,000 shares of
eTraxx common stock, at a price of $2.25 per share, and (c) the receipt by
Telegen of an aggregate of $1,000,000 from subscribers to its offering of common
stock commenced on March 30, 2000. A copy of the Plan as confirmed by the Court
will be annexed herein at the Closing as Exhibit C.
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1.03 DELIVERY OF CERTIFICATES BY SHAREHOLDERS. The transfer of the eTraxx
Shares by the Shareholders shall be effected by the delivery to Telegen at the
Closing of certificates representing the eTraxx Shares endorsed in blank or
accompanied by stock powers executed in blank.
1.04 FURTHER ASSISTANCE. At the Closing and from time to time thereafter,
the Shareholders shall execute such additional instruments and take such other
action as Telegen may request in order more effectively to sell, transfer and
assign the transferred eTraxx Shares to Telegen and to confirm Telegen's title
thereto.
1.05 CHANGES IN TELEGEN'S CAPITALIZATION. If between the date of this
Agreement and the Closing, the outstanding shares of Telegen common stock are,
without the receipt of new consideration by Telegen, increased, decreased,
changed into or exchanged for a different number or kind of shares or securities
of Telegen through reorganization, reclassification, stock dividend, stock
split, reverse stock split or similar change in Telegen's capitalization, except
as contemplated by the Plan, Telegen will issue and deliver to the Shareholders
in addition to or in lieu of the Telegen Shares specified in Section 1.01,
voting stock of Telegen in equitably adjusted amounts. In the event of any
change in Telegen's capitalization, all references to Telegen Shares herein
shall refer to the number of Telegen Shares as thus adjusted. All references
herein to Telegen Shares are to shares of New Common Stock of Telegen following
the 1 for 16 reverse stock split as referred to in the Plan.
SECTION 2. CLOSING
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2.01 The closing contemplated by Section 1.02 (the "Closing") shall be held
at the offices of Telegen, 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx
00000, on July 30, 2000 or as soon as practical thereafter unless another place
or time is agreed upon in writing by the parties.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND ETRAXX
The Shareholders and eTraxx, jointly and severally, hereby warrant,
represent and agree as follows:
3.01 CORPORATE STATUS. eTraxx is a corporation duly organized, validly
existing and in good standing under the laws of the State of California and is
not licensed or qualified as a foreign corporation in any other jurisdiction.
3.02 CAPITALIZATION. The authorized capital stock of eTraxx consists of
100,000,000 shares of common stock and 10,000,000 shares of preferred stock, of
which no shares of preferred stock are outstanding and 24,701,000 shares of
common stock which, as of the Closing, will be issued and outstanding. All such
shares are or will at the Closing be fully paid and non-assessable.
3.03 FINANCIAL STATEMENT. The unaudited financial statement of eTraxx
furnished to Telegen, consisting of a balance sheet as of June 30, 2000, (the
"eTraxx Financial Statement") will be delivered at the Closing, will be correct
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and will fairly present the financial condition of eTraxx as of the date and
such eTraxx Financial Statement.
3.04 UNDISCLOSED LIABILITIES. eTraxx has no liabilities of any nature
except to the extent reflected or reserved against in the eTraxx Financial
Statement, whether accrued, absolute, contingent or otherwise, including,
without limitation, tax liabilities and interest due or to become due, and
eTraxx's accounts receivable are collectible in accordance with the terms of
such accounts, except to the extent of the reserve therefor in the eTraxx
Financial Statement.
3.05 INTERIM CHANGES. Between March 27, 2000 and the date of the Closing,
there will have not been, except as set forth on Exhibit D attached hereto and
made a part hereof (1) any changes in eTraxx's financial condition, assets,
liabilities, or business which, in the aggregate, have been materially adverse;
(2) any damage, destruction or loss of or to eTraxx's property, whether or not
covered by insurance; (3) any declaration or payment of any dividends or other
distribution in respect of eTraxx's capital stock, or any direct or indirect
redemption, purchase or other acquisition or any such stock; or (4) any increase
paid or agreed to in the compensation, retirement benefits or other commitments
to employees except in each case as contemplated by the Plan.
3.06 TITLE TO PROPERTY. eTraxx has good and marketable title to all
properties and assets, real and personal, reflected in the eTraxx Financial
Statement, except as since sold or otherwise disposed of in the ordinary course
of business, and eTraxx's properties and assets are subject to no mortgage,
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pledge, lien or encumbrance, except for liens shown therein, with respect to
which no default exists. The intellectual property of eTraxx is described in
Exhibit E attached hereto and made a part hereof.
3.07 LITIGATION. There is no litigation or proceeding pending, or to
Shareholders' knowledge threatened, against or relating to eTraxx, its
properties or business.
3.08 ACCESS TO RECORDS, ETC. From the date of this Agreement to the
Closing, the Shareholders and eTraxx will cause eTraxx (1) to give to Telegen
and its representatives full access during normal business hours to all of its
offices, books, records, contracts, and other corporate documents and properties
so that Telegen may inspect and audit them; and (2) to furnish such information
concerning eTraxx's properties and affairs as Telegen may reasonably request.
3.09 CONFIDENTIALITY Until the Closing (and permanently if there is no
Closing), the Shareholders, eTraxx and their representatives will keep
confidential any information which they obtain from Telegen concerning its
properties, assets and business. If the transactions contemplated by this
Agreement are not consummated by July 31, 2000, the Shareholders and eTraxx will
return to Telegen all written matter with respect to Telegen obtained by them in
connection with the negotiation or consummation of this Agreement.
3.10 TITLE TO SHARES. The Shareholders are, in the aggregate, the owners,
free and clear of any liens, claims and encumbrances, of all eTraxx Shares.
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3.11 INVESTMENT INTENT. The Shareholders are acquiring the Telegen Shares
for investment, for their own respective accounts and not for resale or
distribution. The Shareholders acknowledge that they have received and read the
Private Placement Memorandum of Telegen dated March 30, 2000, and Telegen's Plan
of Reorganization and that they are aware of the risks of acquiring Telegen
Shares in exchange for eTraxx Shares and that they accept such risks. The
Shareholders acknowledge the speculative nature of the Telegen Shares, that they
must hold them for an indefinite period, that such Shares are "restricted
securities" as defined under Federal securities laws, that the certificates
representing the Telegen Shares will bear a restrictive legend and that such
shares may not be sold except pursuant to registration or an exemption from
registration under Federal and state securities laws.
SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF TELEGEN
Telegen represents and warrants to, and covenants with the Shareholders as
follows:
4.01 CORPORATE STATUS. Telegen is a corporation duly organized, validly
existing and in good standing under the laws of the State of California and is
licensed or qualified as a foreign corporation in all jurisdictions in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
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4.02 BANKRUPTCY COURT MATTERS. Telegen is the debtor in the Chapter 11
Case. eTraxx is the corporation referred to in Article I of the Plan and the
Telegen Shares referred to herein are a portion of the New Common Stock referred
to in Article I of the Plan.
4.03 CAPITALIZATION. The authorized capital stock of Telegen consists of
100,000,000 shares of common stock, the number of which shares will be
outstanding at the Closing are estimated in the Plan, and 10,000,000 shares of
preferred stock, none of which are issued and outstanding. All outstanding
shares of common stock of Telegen, when issued will be fully paid and
non-assessable.
4.04 THE FINANCIAL STATEMENT OF TELEGEN. The financial statements of
Telegen are set forth in the copy of the Plan annexed hereto as Exhibit F.
4.05 LITIGATION. There is no litigation or proceeding pending, or to
Telegen's knowledge threatened, against or relating to Telegen, its properties
or business, other than the Chapter 11 case, and actions which may arise out of
retained claims as defined in Section 7.1 of Telegen's Plan of Reorganization.
4.06 ACCESS TO RECORDS, ETC. From the date of this Agreement to the
Closing, Telegen will (1) give to eTraxx, the Shareholders and their
representatives full access during normal business hours to all of its offices,
books, records, contracts and other corporate documents and properties so that
eTraxx may inspect and audit them; and (2) furnish such information concerning
Telegen's properties and affairs as eTraxx may reasonably request.
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4.07 CONFIDENTIALITY. Until the Closing (and permanently if there is no
Closing), Telegen and its representatives will keep confidential any information
which it obtained from eTraxx concerning its properties, assets and business. If
the transactions contemplated by this Agreement are not consummated by July 31,
2000, Telegen will return to eTraxx all written matter with respect to eTraxx
obtained by it in connection with the negotiation or consummation of this
Agreement.
4.08 INVESTMENT INTENT. Telegen is acquiring the eTraxx Shares to be
transferred to it under this Agreement for investment and not with a view to the
sale or distribution thereof, and Telegen has no commitment or present intention
to liquidate eTraxx or to sell or otherwise dispose of the eTraxx Shares.
4.09 CORPORATE AUTHORITY. Telegen has full corporate power and authority to
enter into this Agreement (subject to Court approval) and to carry out its
obligations hereunder and will deliver to the Shareholders at the Closing a
certified copy of the Order of the Court confirming the Plan.
4.10 DUE AUTHORIZATION. At the Closing, execution of this Agreement and
performance by Telegen hereunder will have been duly authorized by all requisite
corporate action on the part of Telegen, in accordance with the authority
granted by Section 1400 of the California Corporations Code, and this Agreement
(upon confirmation of the Plan by the Court) will constitute a valid and binding
obligation of Telegen and performance hereunder will not violate any provision
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of the Plan or Telegen's Articles of Incorporation, Bylaws, mortgages,
agreements with third parties or other commitments.
4.11 COURT AUTHORIZATION. Telegen will, at the Closing, furnish an opinion
of counsel satisfactory to the Shareholders to the effect that (a) the Agreement
as set forth herein complies and is consistent with the Plan approved by the
Court in the Chapter 11 Case, (b) no further approval of the Court is needed for
Telegen to enter into this agreement and the transaction contemplated hereby,
including the issuance of the Telegen Shares, (c) the Telegen Shares may be
issued by Telegen as contemplated in the Plan may be issued without complying
with the registration requirements of the Securities Act of 1933, as amended, or
the registration or qualification requirements of any state securities law,
pursuant to the provisions of Sections 1144 and 1145 of the Bankruptcy Code.
SECTION 5. CONDUCT OF ETRAXX PENDING THE CLOSING
The Shareholders and eTraxx agree that from the date of this Agreement
until the Closing, eTraxx will conduct itself in the following manner:
5.01 CERTIFICATE OF INCORPORATION AND BYLAWS. eTraxx will not change its
Certificate of Incorporation or Bylaws.
5.02 CAPITALIZATION, ETC. eTraxx will not make any change in its
authorized, issued or outstanding capital stock; grant any stock option or right
to purchase shares of its capital stock; issue any security convertible into
shares of its capital stock; purchase, redeem, retire, or otherwise acquire any
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shares of its capital stock; or agree to do any of the foregoing; or declare,
set aside or pay any dividend or other distribution in respect of its capital
stock.
5.03 BUSINESS IN ORDINARY COURSE. eTraxx will conduct its business in the
ordinary course and will (1) use its best efforts to preserve its business
organization intact, to keep available to Telegen the services of its present
officers and employees and to preserve the goodwill of suppliers, customers and
others having business relations with it; (2) maintain its properties in
customary repair, working order and condition, reasonable wear and tear and
damage by casualty excepted; (3) keep in force at no less than their present
limit all policies of insurance listed in Schedule D; (4) make no material
change in the customary terms and conditions on which it extends credit to
customers; and (5) enter into no sale, lease, contract, commitment or other
transaction; provided, however, that nothing in this Section 5.03 shall prohibit
compliance by eTraxx with, or eTraxx's borrowings or repayment of funds pursuant
to, and agreements or other commitments disclosed by eTraxx to Telegen on
Exhibit G.
5.04 BANKING ARRANGEMENTS; POWERS OF ATTORNEY. eTraxx will not make any
change in its banking and safe deposit arrangements and will not grant any
powers of attorney.
5.05 ACCOUNTING PRACTICES. Except as required by generally accepting
accounting principles, eTraxx will not make any changes in its accounting
methods or practices.
5.06 MERGER, ETC. eTraxx will not merge or consolidate with any other
corporation; sell or lease all or substantially all of its assets and business;
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acquire all or substantially all of the stock of the business or assets or any
other person, corporation or business organization; or agree to do any of the
foregoing.
SECTION 6. COVENANTS AFTER THE CLOSING
6.01 AFTER CLOSING. From and after the Closing, all parties hereto agree to
do or cause to be done the following:
(a) Issue certificates representing the Telegen Shares to the
Shareholders of eTraxx pursuant to Paragraph 1.01 hereof;
(b) Take all necessary action required herein or under the Plan to
consummate this Agreement.
SECTION 7. CONDITIONS PRECEDENT - TELEGEN
All obligations of Telegen under this Agreement are subject, at Telegen's
option, to the fulfillment, before or at the Closing, of each of the following
conditions:
7.01 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. The representations
and warranties of the Shareholders and eTraxx contained in this Agreement shall
be true and correct as of the date hereof and as of the Closing in all material
respects.
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7.02 DUE PERFORMANCE. The Shareholders and eTraxx shall have performed and
complied with all the terms and conditions required by this Agreement to be
performed or complied with by them before the Closing.
7.03 BOOKS AND RECORDS. The Shareholders shall have caused eTraxx to make
available to Telegen all books and records of eTraxx, including minute books and
stock transfer records.
7.04 ACCEPTANCE BY THE SHAREHOLDERS. The terms of this Agreement shall have
been accepted by June 30, 2000 by all Shareholders of eTraxx selling eTraxx
shares to Telegen and said selling eTraxx shareholders shall execute a Selling
Acknowledgement of the form attached as Exhibit H.
7.05 ETRAXX OFFERING. Receipt by eTraxx of a minimum of $1,000,000 in gross
proceeds from the April 1, 2000 offering by eTraxx of an aggregate of 2,400,000
shares of eTraxx common stock, at a price of $2.25 per share.
SECTION 8. CONDITIONS PRECEDENT - THE SHAREHOLDERS
All obligations of the Shareholders under this Agreement are subject, at
their option, to the fulfillment, before or at the Closing, of each of the
following conditions:
8.01 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. Telegen's
representations and warranties contained in this Agreement shall be true and
correct as of the date hereof at and as of the Closing in all material respects.
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8.02 DUE PERFORMANCE. Telegen shall have performed and complied with all of
the terms and conditions required by this Agreement to be performed or complied
with by it before the Closing.
8.03 OFFICERS' CERTIFICATE. The Shareholders shall have been furnished with
a certificate signed by the President and Secretary of Telegen, dated as of the
Closing, certifying (a) to the effects set out in Section 6.01 and 6.02; and (b)
that since March 27, 2000, there has been no material adverse change in the
financial condition, business or properties of Telegen other than those
contemplated by the Plan.
8.04 REVOCATION OF PRIOR AUTHORIZATIONS. The Shareholders shall have
delivered to Telegen certified copies of resolutions of eTraxx's Board of
Directors revoking as of the Closing all prior authorizations, powers of
attorney, designations and appointments relating to the signing of checks,
borrowing of funds, access to corporate safe deposit boxes and other similar
matters, to the extent requested by Telegen.
8.05 RESIGNATIONS. There shall have been delivered to Telegen the signed
resignations of such directors of eTraxx as Telegen shall request, dated as of
the Closing.
8.06 PLAN OF REORGANIZATION. The Plan shall have been confirmed by the
Court in substantially the same form attached hereto as Exhibit B.
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8.07 TELEGEN OFFERING. Receipt by Telegen of an aggregate of $1,000,000
from subscribers to its offering of common stock commenced on March 30, 2000.
SECTION 9. INDEMNIFICATION
9.01 INDEMNIFICATION OF TELEGEN. The Shareholders and eTraxx severally (and
not jointly) agree to indemnify Telegen against any loss, damage or expense
(including reasonable attorneys' fees) suffered by Telegen from (1) any breach
by the Shareholders or eTraxx of this Agreement; or (2) any inaccuracy in or
breach of any of the representations, warranties or covenants by the
Shareholders or eTraxx herein; provided, however that (a) Telegen shall be
entitled to assert rights of indemnification hereunder only if and to the extent
that it suffers losses, damages and expenses (including reasonable attorneys'
fees) exceeding $50,000 in the aggregate but under no conditions shall such
indemnification by any Shareholder exceed the fair market value of the Telegen
shares received at the Closing by such Shareholder in exchange for his or her
eTraxx shares; and (b) Telegen shall give notice of any claims hereunder within
the twenty-four (24) month period beginning on the date of the Closing. No loss,
damage or expense shall be deemed to have been sustained by Telegen to the
extent of insurance proceeds paid to, or tax benefits realizable by, Telegen or
eTraxx as a result of the event giving rise to such right of indemnification.
9.02 INDEMNIFICATION OF SHAREHOLDERS. Telegen agrees to indemnify the
Shareholders and eTraxx against any loss, damage or expense (including
reasonable attorneys' fees) suffered by any of them from (1) any breach by
Telegen of this Agreement; (2) any inaccuracy in or breach of any of Telegen's
representations,
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warranties or covenants herein; or (3) any third party or shareholder action
arising out of or resulting from the acquisition of the eTraxx Shares by Telegen
pursuant to this Agreement.
9.03 DEFENSE OF CLAIMS. Upon obtaining knowledge thereof, the indemnified
party shall promptly notify the indemnifying party of any claim which has given
or could give rise to a right of indemnification under this Agreement. If the
right of indemnification relates to a claim asserted by a third party against
the indemnified party, the indemnifying party shall have the right to employ
counsel acceptable to the indemnified party to control the defense of any such
claim. So long as the indemnifying party is defending any such claim in good
faith, the indemnified party will not settle such claim. If the indemnifying
party does not elect to defend any such claim, the indemnified party shall have
no obligation to do so.
SECTION 10. TERMINATION
10.01 TERMINATION. This Agreement may be terminated (1) by mutual consent
in writing; (2) by either the Shareholders or Telegen if there has been a
material misrepresentation or material breach of any warranty or covenant by the
other party; (3) by the Shareholders should the Plan not be confirmed in
substantially the form as attached hereto as Exhibit B, on or before June 30,
2000; or (4) by either the Shareholders of Telegen if the Closing shall not have
taken place, unless adjourned to a later date by mutual consent in writing, by
July 31, 2000.
SECTION 11. GENERAL PROVISIONS
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11.01 FURTHER ASSURANCES. At any time, and from time to time, after the
Effective 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.
11.02 WAIVER. Any failure on the part of either 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.
11.03 BROKERS. Each party represents to the other party that no broker or
finder has acted for it in connection with this Agreement, and agrees to
indemnify and hold harmless the other party against any fee, loss or expense
arising out of claims by brokers or finders employed or alleged to have been
employed by it.
11.04 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
facsimile or overnight courier, as follows:
To: Telegen Corporation
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, President and CEO
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Fax No.: (000) 000-0000
With a copy to:
Xxxxx X. Xxxxx
0000 Xxxxxxx Xxxx Xxxx, #0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax No.: (000) 000-0000
And if to the Shareholders to:
Xxxxxx Xxxx
Chief Operating Officer
eTraxx Corporation
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
11.05 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
11.06 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.
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11.07 GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California.
11.08 ASSIGNMENT. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.
11.09 COUNTERPARTS. This Agreement may be executed simultaneously 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. Facsimile signatures
shall be considered as original signatures.
Executed as of this 27th day of March, 2000.
TELEGEN CORPORATION
By: /S/ XXXXXXX X XXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxx
President
By: /S/ XXXXXX CRYSTAL
-------------------------------------
Xxxxxx Xxxxxxx
Secretary
ETRAXX CORPORATION
By: /S/ XXXXXX XXXX
-------------------------------------
Xxxxxx Xxxx
Chief Operating Officer
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SHAREHOLDERS OF ETRAXX CORPORATION
/S/ XXXXXXX X XXXXXXX /S/ XXXXXX XXXX
--------------------------- ---------------------------
Xxxxxxx X. Xxxxxxx Xxxxxx Xxxx
/S/ XXXXXX CRYSTAL /S/ XXXXXXXX XXXXXXXXXX
--------------------------- ---------------------------
Xxxxxx Crystal Xxxxxxxx Xxxxxxxxxx
/S/ XXXXX XXXXX
---------------------------
Xxxxx Xxxxx
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EXHIBIT A
No. of No. of
Name of eTraxx Telegen
Shareholder Shares Shares
----------- ------ -------
Xxxxxxx X. Xxxxxxx 10,500,000 3,500,000
Xxxxxx Crystal 4,500,000 1,500,000
Xxxxxx Xxxx 75,000 25,000
Xxxxxxxx Xxxxxxxxxx 75,000 25,000
Xxxxxx Xxxxx 75,000 25,000
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EXHIBIT B
To be attached:
Telegen proposed Plan of Reorganization.
EXHIBIT C
To be attached:
Telegen's Plan of Reorganization as confirmed by the U. S. Bankruptcy Court for
the Northern District of California.
EXHIBIT D
To be attached:
Interim changed to eTraxx's business at the time of Closing.
EXHIBIT E
To be attached:
eTraxx's intellectual property at the time of Closing.
EXHIBIT F
The financial statements of Telegen as set forth in the Plan of Reorganization.
EXHIBIT G
Any sale, lease, contract, commitment or other transaction entered into by
eTraxx prior to the Closing.
EXHIBIT H
SELLING ACKNOWLEDGMENT
I,_______________________________, a shareholder of eTraxx Corporation, have
carefully read the Agreement and Plan of Reorganization ("Agreement"), by and
among Telegen Corporation, a California corporation ("Telegen"), eTraxx
Corporation, a California corporation ("eTraxx") and certain eTraxx shareholders
and hereby offer to Telegen ____________________ of shares of eTraxx common
stock in exchange for _____________________ of shares of Telegen common stock
pursuant to the terms and conditions of the Agreement. I further agree to be
bound by the terms and conditions of the Agreement.
--------------------------------
Shareholder
--------------------------------
Date
ACCEPTED BY TELEGEN CORPORATION
BY
------------------------------
--------------------------------
Date
EXHIBIT H
SELLING ACKNOWLEDGMENT
I, WMS DEBT MANAGEMENT, L. P. , a shareholder of eTraxx Corporation, have
carefully read the Agreement and Plan of Reorganization ("Agreement"), by and
among Telegen Corporation, a California corporation ("Telegen"), eTraxx
Corporation, a California corporation ("eTraxx") and certain eTraxx shareholders
and hereby offer to Telegen 1,200,000 of shares of eTraxx common stock in
exchange for 400,000 of shares of Telegen common stock pursuant to the terms and
conditions of the Agreement. I further agree to be bound by the terms and
conditions of the Agreement.
FOR: WMS DEBT MANAGEMENT L. P.
/S/ XXXXXX X XXXX
--------------------------------------
Shareholder - General Partner
6-29-00
--------------------------------------
Date
ACCEPTED BY TELEGEN CORPORATION
BY /S/ XXXXXXX X XXXXXXX
--------------------------------------
6-29-2000
--------------------------------------
Date
EXHIBIT H
SELLING ACKNOWLEDGMENT
I, XXXXXXX X. XXXXXX XX , a shareholder of eTraxx Corporation, have carefully
read the Agreement and Plan of Reorganization ("Agreement"), by and among
Telegen Corporation, a California corporation ("Telegen"), eTraxx Corporation, a
California corporation ("eTraxx") and certain eTraxx shareholders and hereby
offer to Telegen 300,000 of shares of eTraxx common stock in exchange for
100,000 of shares of Telegen common stock pursuant to the terms and conditions
of the Agreement. I further agree to be bound by the terms and conditions of
the Agreement.
/S/ XXXXXXX X. XXXXXX XX
--------------------------------------
Shareholder
6-29-00
--------------------------------------
Date
ACCEPTED BY TELEGEN CORPORATION
BY /S/ XXXXXXX X XXXXXXX
--------------------------------------
6-29-2000
--------------------------------------
Date
