AGREEMENT AND PLAN OF REORGANIZATION AMONG HISTORICAL AUTOGRAPHS U.S.A., INC., HAUSA ACQUISITION, INC. AND ARBIOS TECHNOLOGIES, INC.Agreement and Plan of Reorganization • November 14th, 2003 • Arbios Systems Inc • Services-business services, nec • Delaware
This Agreement and Plan of Reorganization (hereinafter the “Agreement”) is entered into effective as of this 20th day of October, 2003, by and among Historical Autographs U.S.A., Inc., a Nevada corporation (hereinafter “HAUSA”); HAUSA Acquisition, Inc., a newly-formed Nevada corporation (hereinafter “HAUSA Sub”); Raymond J. Kuh and Cindy K. Swank, the principal stockholders and founders of HAUSA (hereinafter the “Founders”); and Arbios Technologies, Inc., a Delaware corporation (hereinafter “Arbios”).
ContractCommon Stock Purchase Warrant • November 14th, 2003 • Arbios Systems Inc • Services-business services, nec • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER’S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
