EXHIBIT (2)(a) AGREEMENT, PLAN AND ARTICLES OF MERGER THIS AGREEMENT, PLAN AND ARTICLES OF MERGER, is made and entered into as of June 30, 1997 between GATEWAY AMERICAN PROPERTIES CORPORATION, a Florida corporation (hereinafter called "GAPC-Florida")...Merger Agreement • October 16th, 1997 • Gateway American Properties Corp • Real estate • Florida
EXHIBIT (1)(a) GATEWAY AMERICAN PROPERTIES CORPORATION 1,500,000 Shares of Common Stock and 3,000,000 Common Stock Purchase Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 1997 • Gateway American Properties Corp • Real estate • Florida
EXHIBIT (10)(b) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment (the "Amendment") to the Employment Agreement originally executed by Gateway American Properties, LLC, a Colorado limited liability company ("GAPLLC"), and Joel H. Farkas...Employment Agreement • October 16th, 1997 • Gateway American Properties Corp • Real estate • Colorado
EXHIBIT (9) GATEWAY AMERICAN PROPERTIES CORPORATION VOTING TRUST AGREEMENT THIS AGREEMENT (this "Agreement") is made effective this 1st day of October, 1997, by and among Gateway American Properties Corporation, a Colorado corporation (the...Voting Trust Agreement • October 16th, 1997 • Gateway American Properties Corp • Real estate
EXHIBIT (1)(c) GATEWAY AMERICAN PROPERTIES CORPORATION 1,500,000 Shares of Common Stock and 3,000,000 Common Stock Purchase WarrantsSelected Dealer Agreement • October 16th, 1997 • Gateway American Properties Corp • Real estate • Florida
EXHIBIT (10)(i) FINANCIAL ADVISORY AGREEMENT This Agreement is made and entered into as of the ____ day of __________, 1997, between Gateway American Properties Corporation (the "Company") and Barron Chase Securities, Inc. (the "Financial Advisor"). W...Financial Advisory Agreement • October 16th, 1997 • Gateway American Properties Corp • Real estate • Florida
------------------------------ SECRETARY CHAIRMAN & CHIEF EXECUTIVE OFFICER COUNTERSIGNED: AMERICAN SECURITIES TRANSFER & TRUST, INC. (DENVER, COLORADO) BY WARRANT AGENTWarrant Agreement • October 16th, 1997 • Gateway American Properties Corp • Real estate
This certifies that, for value received__________________________________ , or registered assigns (the "Registered Holder") is the owner of the number of Redeemable Common Stock Purchase Warrants (the "Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable share of Common Stock, $.01 par value, of Gateway American Properties Corporation, a Colorado corporation (the "Company"), of the Company at any time prior to the Expiration Date (as hereinafter defined), upon the presentation and surrender of this Warrant Certificate with the Purchase Form on the reverse hereof duly executed at the corporate office of American Securities Transfer & Trust, Inc. as Warrant Agent, or its successor (the "Warrant Agent"), accompanied by payment of $4.50 (the "Purchase Price") in lawful money of the United States of A
EXHIBIT (10)(h) REPRESENTATIVE'S WARRANT AGREEMENT (the "Representative's Warrant Agreement" or "Agreement"), dated as of ___________, 1997, between GATEWAY AMERICAN PROPERTIES CORPORATION (the "Company"), and BARRON CHASE SECURITIES, INC. (the...Representative's Warrant Agreement • October 16th, 1997 • Gateway American Properties Corp • Real estate • Florida
EXHIBIT (10)(j) ______________ , 1997 Harvey E. Deutsch, President Gateway American Properties Corporation 9145 East Kenyan Avenue, Suite 200 Denver, Colorado 80237 Re: Merger and Acquisition Agreement Gentlemen: You have agreed that Barron Chase...Merger and Acquisition Agreement • October 16th, 1997 • Gateway American Properties Corp • Real estate • Florida
EXHIBIT (1)(b) GATEWAY AMERICAN PROPERTIES CORPORATION 1,500,000 Shares of Common Stock and 3,000,000 Common Stock Purchase Warrants AGREEMENT AMONG UNDERWRITERSUnderwriting Agreement • October 16th, 1997 • Gateway American Properties Corp • Real estate • Florida
EXHIBIT (2)(b) AMENDED AND RESTATED AGREEMENT PROVIDING FOR SALE AND EXCHANGE OF CAPITAL STOCK By and Among Gateway American Properties Corporation, a Florida corporation; Gateway American Properties Corporation, a Colorado corporation; Gateway...Agreement Providing for Sale and Exchange of Capital Stock • October 16th, 1997 • Gateway American Properties Corp • Real estate • Florida
