Agreement and Plan of Merger
AGREEMENT AND PLAN OF MERGER dated as of this 5th day of October, 2005, and effective
as of October 6, 2005 (the "Agreement") among Fifth Avenue Acquisition II Corp.,
a Florida corporation ("Fifth Avenue"), SPECIALIZED SERVICES, INC., a Michigan
corporation ("SSI") and the individual shareholders of Fifth Avenue listed in
Exhibit A hereof (collectively the "Shareholders").
Whereas, SSI wishes to acquire and the Shareholders wish to transfer said the shares
listed in Exhibit A, in a transaction intended to qualify as a reorganization within the
meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Now, therefore, Fifth Avenue, SSI and the Shareholders adopt this agreement and plan of
merger and agree as follows:
1. PURSHASE OF STOCK
1.1. NUMBER OF SHARES. The Shareholders agree to transfer to SSI at the Closing (defined
below) the number of shares of common stock of Fifth Avenue, $.001 par value per share
(the "Fifth Avenue Shares"), shown opposite their names in Exhibit A and will be
issued an aggregate of 1,100,000 shares of voting common stock of SSI, $.01 par value per
share ("SSI Shares"), which shall equal (5%) percent of the total number of SSI
Shares to be issued and outstanding following this Agreement.
1.2. EXCHANGE OF CERTIFICATES. Each Shareholder owning 400,000 shares of common stock
Fifth Avenue shall surrender such certificate(s) for cancellation to SSI, and shall
receive 366,666 newly issued shares of SSI the successor reporting company. The exchange
of Fifth Avenue Shares by the Shareholders to SSI shares shall be effected by the delivery
to SSI at the Closing of certificates representing the Fifth Avenue Shares.
1.3. FRACTIONAL SHARES. Intentionally left blank.
1.4. FURTHER ASSURANCES. At the Closing and from time to time thereafter, the Shareholders
shall execute such additional instruments and take such other action as SSI may request in
order more effectively to sell, transfer, and assign the transferred stock to SSI and to
confirm SSI's title thereto.
2. RATIO OF EXCHANGE.
Intentionally left Blank.
3. CLOSING.
3.1. TIME AND PLACE. The Closing contemplated herein shall be held as soon as possible at
the offices of Fifth Avenue unless another place or time is agreed upon in writing by the
parties without requiring the meeting of the parties hereof. All proceedings to be taken
and all documents to be executed at the Closing shall be deemed to have been taken,
delivered and executed simultaneously, and no proceeding shall be deemed taken nor
documents deemed executed or delivered until all have been taken, delivered and executed.
The date of Closing may be accelerated or extended by the written agreement of the
parties.
3.2. FORM OF DOCUMENTS. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission required by this Agreement or any signature
required thereon may be used in lieu of an original writing or transmission or signature
for any and all purposes for which the original could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission or original signature.
4. Intentionally left blank.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and warrant as follows:
5.1. TITLE TO SHARES. The Shareholders, and each of them, are the owners, free and clear
of any liens and encumbrances, of the number of Fifth Avenue Shares which are listed in
the attached schedule A and which they have contracted to exchange.
5.2. LITIGATION. There is no litigation or proceeding pending, or to any Shareholder's
knowledge threatened, against or relating to the Fifth Avenue Shares held by the
Shareholders.
6. REPRESENTATIONS AND WARRANTIES OF FIFTH AVENUE.
Fifth Avenue represents and warrants that:
6.1. CORPORATE ORGANIZATION. Fifth Avenue is a corporation duly organized and validly
existing under the laws of the State of Florida and is qualified to do business as a
foreign corporation in each jurisdiction, if any, in which its property or business
requires such qualification.
6.2. REPORTING COMPANY STATUS. Fifth Avenue has filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form 10-SB which became effective
on March 27, 2001 pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and is a reporting company pursuant to Section12(g) thereunder.
6.3. CAPITALIZATION. The authorized capital stock of Fifth Avenue consists of 20,000,000
shares of Common Stock, $.001 par value per share and 3,000,000 shares of preferred stock
("Fifth Avenue Shares"), of which 1,200,000 Fifth Avenue Common Shares are
issued and outstanding and are owned of record and beneficially by the Shareholders listed
on Exhibit A hereto.
6.5. ISSUED STOCK. All the outstanding Fifth Avenue Shares are duly authorized and validly
issued, fully paid and non-assessable.
6.6. STOCK RIGHTS. Except as set out by schedule attached hereto, there are no stock
grants, options, rights, warrants or other rights to purchase or obtain Fifth Avenue
Shares or any preferred stock issued or committed to be issued. The parties agree that no
options have been granted under any Stock Option Plan nor will any be granted without the
prior agreement of the parties hereto.
6.7. CORPORATE AUTHORITY. Fifth Avenue has all requisite corporate power and authority to
own, operate and lease its properties, to carry on its business as it is now being
conducted and to execute, deliver, perform and conclude the transactions contemplated by
this Agreement and all other agreements and instruments related to this Agreement.
6.8. AUTHORIZATION. Execution of this Agreement has been duly authorized and approved by
Fifth Avenue’s board of directors.
6.9. SUBSIDIARIES. Fifth Avenue has no subsidiaries.
6.10. FINANCIAL STATEMENTS. The financial statements of Fifth Avenue dated as of September
30, 2002, which are part of the Form 10-QSB quarterly report of Fifth Avenue for the
period ended September 30, 2002, which report has been filed with the SEC on November 20,
2002 ("Fifth Avenue Financial Statements"), fairly present the financial
condition of Fifth Avenue as of the date therein in conformity with generally accepted
accounting principles consistently applied.
6.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved
against in the Fifth Avenue Financial Statements, Fifth Avenue did not have at that date
any liabilities or obligations (secured, unsecured, contingent, or otherwise) of a nature
customarily reflected in a corporate balance sheet prepared in accordance with generally
accepted accounting principles.
6.12. NO MATERIAL CHANGES. Except as set out by attached schedule, there has been no
material adverse change in the business, properties, or financial condition of Fifth
Avenue since the date of the Fifth Avenue Financial Statements.
6.13. LITIGATION. Except as set out by attached schedule, there is not, to the knowledge
of Fifth Avenue, any pending, threatened, or existing litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation, threatened or contemplated against Fifth
Avenue..
6.14. CONTRACTS. Except as set out by attached schedule, Fifth Avenue is not a party to
any material contract not in the ordinary course of business that is to be performed in
whole or in part at or after the date of this Agreement.
6.15. TITLE. Except as set out by attached schedule, Fifth Avenue has good and marketable
title to all the real property and good and valid title to all other property included in
the Fifth Avenue Financial Statements. Except as set out in the balance sheet thereof, the
properties of Fifth Avenue are not subject to any mortgage, encumbrance, or lien of any
kind except minor encumbrances that do not materially interfere with the use of the
property in the conduct of the business of Fifth Avenue.
6.16. NO VIOLATION. The Closing will not constitute or result in a breach or default under
any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of Fifth Avenue is
subject or by which Fifth Avenue is bound.
7. REPRESENTATIONS AND WARRANTIES OF SSI.
SSI represents and warrants that:
7.1. CORPORATE ORGANIZATION AND GOOD STANDING. SSI is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Michigan and is
qualified to do business as a foreign corporation in each jurisdiction, if any, in which
its property or business requires such qualification.
7.2. CAPITALIZATION. SSI's authorized capital stock consists of 100,00,000 shares of
Common Stock, $.001 par value per share ("SSI Shares"), of which 20,900,000 SSI
Shares are issued and outstanding as of the date of this agreement.
7.3. ISSUED STOCK. All the outstanding SSI Shares are duly authorized and validly issued,
fully paid and non-assessable.
7.4. STOCK RIGHTS. Except as set out by attached schedule, there are no stock grants,
options, rights, warrants or other rights to purchase or obtain SSI Shares nor are any SSI
Shares committed to be issued except under this Agreement.
7.5. CORPORATE AUTHORITY. SSI has all requisite corporate power and authority to own,
operate and lease its properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions contemplated by this
Agreement and all other agreements and instruments related to this Agreement.
7.6. AUTHORIZATION. Execution of this Agreement has been duly authorized and approved by
SSI's board of directors.
7.7. SUBSIDIARIES. SSI has no wholly owned active and/or inactive subsidiaries, except as
disclosed to Fifth Avenue and Shareholders in writing.
7.8. FINANCIAL STATEMENTS. SSI's financial statements dated as of December 31, 2004 and
2003, copies of which will have been delivered by SSI to Fifth Avenue prior to the Closing
Date, shall be audited by independent public accountants according the requirements of
Regulation S-X promulgated by the SEC, and shall fairly present the financial condition of
SSI as of the date therein and the results of its operations for the periods then ended in
conformity with generally accepted accounting principles consistently applied (the
"SSI Financial Statements"). SSI acknowledges and agrees that as a condition to
the Closing of this Agreement on the Closing Date, that the audited SSI Financial
Statements for such periods must satisfy the requirements under the Exchange Act. The
failure of SSI to provide audited SSI Financial Statements that fairly present the
financial condition of SSI as of the date therein and the results of its operations for
the periods then ended in conformity with generally accepted accounting principles
consistently applied within a date not more than sixty (60) days from the Closing Date,
unless the parties shall mutually agree in writing to an extension of such date, shall
constitute a breach of Section 9 below and shall be a basis for the termination of this
Agreement as set forth under Section 13 hereto.
7.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved
against in the SSI Financial Statements, SSI did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or otherwise) of a nature customarily
reflected in a corporate balance sheet prepared in accordance with generally accepted
accounting principles.
7.10. NO MATERIAL CHANGES. Except as set out by attached schedule, there has been no
material adverse change in the business, properties, or financial condition of SSI since
the date of the SSI Financial Statements.
7.11. LITIGATION. Except as set out by attached schedule, there is not, to the knowledge
of SSI, any pending, threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated against SSI.
7.12. CONTRACTS. Except as set out by attached schedule, SSI is not a party to any
material contract not in the ordinary course of business that is to be performed in whole
or in part at or after the date of this Agreement, other than as provided under this
Agreement.
7.13. TITLE. Except as set out by attached schedule, SSI has good and marketable title to
all the real property and good and valid title to all other property included in the SSI
Financial Statements. Except as set out in the balance sheet thereof, the properties of
SSI are not subject to any mortgage, encumbrance, or lien of any kind except minor
encumbrances that do not materially interfere with the use of the property in the conduct
of the business of SSI.
7.14. TAX RETURNS. Except as set out by attached schedule, all required tax returns for
federal, state, county, municipal, local, foreign and other taxes and assessments have
been properly prepared and filed by SSI for all years for which such returns are due
unless an extension for filing any such return has been filed. Any and all federal, state,
county, municipal, local, foreign and other taxes and assessments, including any and all
interest, penalties and additions imposed with respect to such amounts have been paid or
provided for. The provisions for federal and state taxes reflected in the SSI Financial
Statements are adequate to cover any such taxes that may be assessed against SSI in
respect of its business and its operations during the periods covered by the SSI Financial
Statements and all prior periods.
7.15. NO VIOLATION. The Closing will not constitute or result in a breach or default under
any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of SSI is subject or by
which SSI is bound.
8. CONDUCT PENDING THE CLOSING
Fifth Avenue, SSI and the Shareholders covenant that between the date of this Agreement
and the Closing as to each of them:
8.1. No change will be made in the charter documents, by-laws, or other corporate
documents of Fifth Avenue.
8.2. Fifth Avenue will use its best efforts to maintain and preserve its business
organization, employee relationships, and goodwill intact, and will not enter into any
material commitment except in the ordinary course of business.
8.3. SSI will use its best efforts to maintain and preserve its business organization,
employee relationships, and goodwill intact, and will not enter into any material
commitment except in the ordinary course of business.
8.4 SSI shall have prepared and delivered to the Shareholders and Fifth Avenue the SSI
Financial Statements as proved in Section 7.8 above.
8.5. None of the Shareholders listed in exhibit A will sell, transfer, assign,
hypothecate, lien, or otherwise dispose or encumber the Fifth Avenue shares of common
stock owned by them.
9. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS
The Shareholder's obligation to consummate this exchange shall be subject to fulfillment
on or before the Closing of each of the following conditions, unless waived in writing by
the Shareholders as appropriate:
9.1. SSI'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of SSI set
forth herein shall be true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
9.2. SSI'S COVENANTS. SSI shall have performed all covenants required by this Agreement to
be performed by it on or before the Closing.
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by the Board of
Directors of SSI.
9.4. SUPPORTING DOCUMENTS OF SSI. SSI shall have delivered to the Shareholders supporting
documents in form and substance reasonably satisfactory to the Shareholders, to the effect
that:
(a) A good standing certificate from the jurisdiction of SSI's state of organization
stating that SSI is a corporation duly organized, validly existing, and in good standing;
(b) Secretary's certificate stating that SSI is authorized capital stock is as set forth
herein;
(c) Certified copies of the resolutions of the board of directors of SSI authorizing the
execution of this Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers and directors of SSI;
(e) SSI's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy the conditions,
representations and warranties enumerated elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF SSI
SSI's obligation to consummate this exchange shall be subject to fulfillment on or before
the Closing of each of the following conditions, unless waived in writing by SSI:
10.1. SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Shareholders set forth herein shall be true and correct at the Closing as though made
at and as of that date, except as affected by transactions contemplated hereby.
10.2. SHAREHOLDERS' COVENANTS. The Shareholders shall have performed all covenants
required by this Agreement to be performed by them on or before the Closing.
10.3. FIFTH AVENUE'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of
Fifth Avenue set forth herein shall be true and correct at the Closing as though made at
and as of that date, except as affected by transactions contemplated hereby.
10.4. FIFTH AVENUE'S COVENANTS. Fifth Avenue shall have performed all covenants required
by this Agreement to be performed by them on or before the Closing.
10.5. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by the Board of
Directors of Fifth Avenue.
10.6. SUPPORTING DOCUMENTS OF FIFTH AVENUE. Fifth Avenue shall have delivered to SSI
supporting documents in form and substance reasonably satisfactory to SSI, to the effect
that:
(a) A certificate from the jurisdiction of Fifth Avenue’s state of organization
stating that Fifth Avenue is a corporation duly organized and validly existing;
(b) Secretary's certificate stating that Fifth Avenue is authorized capital stock is as
set forth herein;
(c) Copies of the resolutions of the board of directors of Fifth Avenue authorizing the
execution of this Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers and directors of Fifth Avenue;
(e) Any document as may be specified herein or required to satisfy the conditions,
representations and warranties enumerated elsewhere herein.
11. POST-CLOSING CONDUCT AND COVENANTS.
For the period of two years following the Closing:
(a) SSI shall take all reasonable efforts and action necessary for SSI to remain current
under the reporting requirements of the Exchange Act and for SSI Shares to remain subject
to quotation on the OTC:BB or other national exchanges;
(b) SSI will take no action to terminate its registration under Section 12 the Exchange
Act;
(c) SSI shall utilize the services of a recognized stock transfer agent and shall execute
and deliver all necessary and proper documentation to effect in an expeditious manner the
transfer of the SSI Shares subject to the requirements of the Federal securities laws; and
(d) The SSI Shares issued to the Shareholders under this Agreement shall be subject to
"piggy-back" registration rights. SSI undertakes to include Shareholders SSI
Shares in any registration statement filed by SSI under the Act, if such registration
statement shall include any other persons SSI Shares for registration and resale, as
selling shareholders. If the registration statement under the Act is solely for the
purpose of SSI issuing and selling its securities to the public ("IPO"), then
the Shareholders agree that this piggy-back registration right shall be deferred until
selling shareholders shall be included in a registration statement under the Act.
12. TERMINATION.
This Agreement may be terminated by: (i) mutual consent in writing; (ii) Shareholders, SSI
or Fifth Avenue if there has been a material misrepresentation or material breach of any
warranty or covenant by any other party, specifically including the requirement that SSI
satisfy its obligations to deliver SSI Financial Statements as required under this
Agreement; or (iii) by any of the Shareholders, SSI or Fifth Avenue if the SEC does not
"clear comments" with regard to the Form 8-K or amendment relating to the
business combination of SSI and Fifth Avenue as required under the Services Agreement and
therefore the Closing shall not have occurred.
13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Shareholders, SSI and Fifth Avenue set out
herein shall survive the Closing.
15. ARBITRATION
15.1. SCOPE. The parties hereby agree that any and all under the terms of this Agreement
will be resolved by arbitration before the American Arbitration Association within the
County of New York, NY.
15.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties hereby irrevocably consent
to the jurisdiction of the American Arbitration Association and the sites of the
arbitration (and any requests for injunctive or other equitable relief) shall rest in the
New York County, State of New York. Any award in arbitration may be entered in any
domestic or foreign court having jurisdiction over the enforcement of such awards.
15.3. APPLICABLE LAW. The law applicable to the arbitration and this Agreement shall be
that of the State of New York, determined without regard to its provisions which would
otherwise apply to a question of conflict of laws.
15.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its discretion, allow the parties
to make reasonable disclosure and discovery in regard to any matters which are the subject
of the arbitration and to compel compliance with such disclosure and discovery order. The
arbitrator may order the parties to comply with all or any of the disclosure and discovery
provisions of the Federal Rules of Civil Procedure, as they then exist, as may be modified
by the arbitrator consistent with the desire to simplify the conduct and minimize the
expense of the arbitration.
15.5. RULES OF LAW. Regardless of any practices of arbitration to the contrary, the
arbitrator will apply the rules of contract and other law of the jurisdiction whose law
applies to the arbitration so that the decision of the arbitrator will be, as much as
possible, the same as if the dispute had been determined by a court of competent
jurisdiction.
15.6. FINALITY AND FEES. Any award or decision by the American Arbitration Association
shall be final, binding and non-appealable except as to errors of law or the failure of
the arbitrator to adhere to the arbitration provisions contained in this Agreement. Each
party to the arbitration shall pay its own costs and counsel fees except as specifically
provided otherwise in this Agreement.
15.7. MEASURE OF DAMAGES. In any adverse action, the parties shall restrict themselves to
claims for compensatory damages and\or securities issued or to be issued and no claims
shall be made by any party or affiliate for lost profits, punitive or multiple damages.
15.8. COVENANT NOT TO XXX. The parties covenant that under no conditions will any party or
any affiliate file any action against the other (except only requests for injunctive or
other equitable relief) in any forum other than before the American Arbitration
Association, and the parties agree that any such action, if filed, shall be dismissed upon
application and shall be referred for arbitration hereunder with costs and attorney's fees
to the prevailing party.
15.9. INTENTION. It is the intention of the parties and their affiliates that all disputes
of any nature between them, whenever arising, under this Agreement based on whatever law,
rule or regulation, whether statutory or common law, and however characterized, be decided
by arbitration as provided herein and that no party or affiliate be required to litigate
in any other forum any disputes or other matters except for requests for injunctive or
equitable relief, or rights of affiliates of the Shareholders under a separate securities
compliance services agreement or a secured note and pledge agreement executed in
connection with the securities compliance services agreement.
15.10. SURVIVAL. The provisions for arbitration contained herein shall survive the
termination of this Agreement for any reason.
16. GENERAL PROVISIONS.
16.1. FURTHER ASSURANCES. From time to time, each party will execute such additional
instruments and take such actions as may be reasonably required to carry out the intent
and purposes of this Agreement.
16.2. 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.
16.3. BROKERS. Each party 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 the indemnifying party.
16.4. 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 prepaid first-class
certified mail, return receipt requested, or recognized commercial courier service, as
follows:
If to Fifth Avenue, to:
Fifth Avenue Acquisitions II Corp.
c/o Xxxxxxx Xxxxx
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
If to SSI, to:
Specialized Services Inc.
00000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
If to the Shareholders, to:
c/o Xxxxxxx Xxxxx
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
16.5. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York.
16.6. 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.
16.7. 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. Signatures sent by facsimile transmission shall be
deemed to be evidence of the original execution thereof.
16.8. REVIEW OF AGREEMENT. Each party acknowledges that it has had time to review this
Agreement and, as desired, consult with counsel. In the interpretation of this Agreement,
no adverse presumption shall be made against any party on the basis that it has prepared,
or participated in the preparation of, this Agreement.
16.9. SCHEDULES. All schedules attached hereto, if any, shall be acknowledged by each
party by signature or initials thereon and shall be dated.
16.10. EFFECTIVE DATE. The effective date of this Agreement shall be October 5, 2005.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER AMONG FIFTH AVENUE, SSI AND THE
SHAREHOLDERS OF FIFTH AVENUE IN WITNESS WHEREOF, the parties has executed this Agreement.
FIFTH AVENUE ACQUISITION II CORP.
By: _______________
Xxxxxxx Xxxxx, President
Specialized Services Inc
By: _______________
Xxxxx Xxxxxx, Chairman/CEO
Exhibit A
Number of Fifth Avenue Shares to be Surrendered |
Number of SSI Shares to be Issued |
Name of Shareholder |
Address of Shareholder |
|||
400,000 Shares |
366,666 Shares |
Xxxxxxx Xxxxx. |
000 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 |
|||
400,000 Shares |
366,666 Shares |
Xxx Xxxxxx |
000 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 |
|||
400,000 Shares |
366,666 Shares |
Xxxxxx X. Xxxxx, Xx. |
00000 Xxxxxxxxxx Xxxxx Xx., Xxxx Xxxxx Xxxxxxx, XX 00000 |
Fifth Avenue Acquisitions II Corp. | Specialized Services Inc |
By: ________________________ Richard Xxxxx |
By:_____________________ David Xxxxxx, Chairman/CEO |
SHAREHOLDERS OF FIFTH AVENUE ACQUISITION CORP. | |
STOCKHOLDER | |
By:___________________ | |
STOCKHOLDER | |
By:___________________ | |
STOCKHOLDER | |
By:____________________ |