AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("the Agreement"), dated as
of the 26th day of June, 2002, by and between Rescon Technology
Corporation, a Nevada corporation ("Rescon") and GIT Securities
Corporation, a Nevada corporation ("GIT") and its sole shareholder, Radical
Technologies, Inc., a New York corporation, ("Radical"), with reference to
the following:
A. Rescon is a Nevada corporation originally incorporated in Wyoming
in 1968. Rescon has authorized capital stock of 1,000,000,000 shares,
$.0001 par value, of which 3,860,869 shares are currently issued and
outstanding. The common shares of Rescon are registered under section
12(g) of the Securities Exchange Act of 1934 and are traded on the OTCBB
under the symbol RCTC.
B. GIT is a privately held corporation organized under the laws of
the State of Nevada on November 10, 1999.
C. The respective Boards of Directors of Rescon and GIT and Radical
have deemed it advisable and in the best interests of the Parties that GIT
be acquired by Rescon, pursuant to the terms and conditions set forth in
this Agreement.
D. The Parties propose to enter into this Agreement which provides
among other things that all of the outstanding shares of GIT be acquired by
Rescon in a two stage process in exchange for shares of Rescon and such
additional items as more fully described in the Agreement.
E. The parties desire the transaction to qualify as a tax-free
reorganization under Section 368 (a)(1)(B) of the Internal Revenue Code of
1986, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
THE ACQUISITION
1.01 Radical shall acquire a total of 11,000,000 restricted common
shares of Rescon in exchange for 200 restricted common shares of GIT held
by Radical. The shares of Rescon to be issued in this transaction shall be
issued as set forth in Exhibit A of this Agreement.
1.02 At the Closing, Radical shall deliver the 40 common shares of
GIT, which represents 20% of the outstanding shares of GIT, duly endorsed
so as to make Rescon the sole holder thereof, free and clear of all claims
and encumbrances.
1.03 Following the Closing, GIT shall make application for approval
of change in ownership, control, or business operations to the NASD, and
will use its best efforts to comply with all other applicable NASD rules
and regulations to obtain approval of a change of ownership of GIT. Upon
approval of the NASD, Radical will deliver 160 common shares of GIT, which
will represent the remaining 80% of the outstanding shares of GIT, duly
endorsed so as to make Rescon the sole holder thereof, free and clear of
all claims and encumbrances in exchange for an additional 1,000,000
restricted common shares of Rescon.
1.04 At the Closing, the Rescon shareholders listed on Exhibit B to
this Agreement ("Cancelling Shareholders"), will tender their certificates
representing 3,749,778 common shares, which represents 97.1% of the
currently issued and outstanding common shares of Rescon, for cancellation.
The Cancelling Shareholders will also deliver appropriate instructions,
board resolutions and other documentation as required by Rescon's transfer
agent to allow for cancellation of said shares.
1.05 At the Closing, Radical will pay $315,000 and Rescon will issue
warrants with a $2.00 strike price to purchase up to 200,000 shares of its
restricted common stock to ▇▇▇▇▇▇ Services, Inc., in consideration of the
covenants, representations and warranties set forth in this Agreement by
Rescon, ▇▇▇▇▇▇ Services, Inc., Calamitous, L.C., and the Cancelling
Shareholders. ▇▇▇▇▇▇ Services, Inc., hereby directs that the $315,000 and
the warrants be distributed as set forth in Exhibit C to this Agreement. A
form of the Warrant is attached hereto as Exhibit D to this Agreement.
1.06 On Closing, the present directors and executive officers of
Rescon shall designate the directors and executive officers nominated by
GIT to serve in their place and stead, until the next respective annual
meeting of the stockholders and until their respective successors shall be
elected and qualified or until their respective prior resignations or
terminations. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed President and
Secretary of Reson. The reorganized Board of Directors of Rescon shall be:
Mr. Nigohossian, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and then, the current
directors and executive officers shall resign in seriatim.
1.07 Following the reorganization, there will be a total of
10,273,091 shares, $.0001 par value, issued and outstanding in Rescon.
1.08 At the Closing, counsel to Rescon shall provide to GIT a legal
opinion in form and substance satisfactory to GIT and containing, among
other things, an opinion that no approval of the Rescon shareholders is
required for the reorganization or any related transaction and that nothing
contemplated in this transaction will violate federal or state securities
laws.
1.09 It is the intent of the parties that the stock exchange
contemplated hereby be treated for federal income tax purposes as a tax-
free reorganization pursuant to Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended (the "IRC"). The parties shall report the
transactions under this Agreement consistent with such treatment, shall
keep such records and file such information with respect thereto as is
required by Treasury Regulation 1.368-3.
ARTICLE 2
THE CLOSING
2.01 The consummation of the transactions contemplated by this
Agreement (the "Closing") shall take place at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇-▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ on or before July 12, 2002, (the
"Closing Date") or at such other place or date and time as may be agreed to
in writing by the parties hereto.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF
RESCON TECHNOLOGY CORPORATION, ▇▇▇▇▇▇ SERVICES, INC.
AND CALAMITOUS, ▇.▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇ Services, Inc., and Calamitous, L.C. hereby represent
and warrant to GIT as follows:
3.01 Rescon shall deliver to GIT, on or before Closing, each of the
following:
(a) Financial Statements. Audited financial statements of
Rescon including, but not limited to, balance sheets and profit
and loss statements for the fiscal years ended August 31, 2001,
2000 and 1999 and unaudited financial statements for the quarters
ended November 30, 2001, February 28, 2002 and May 31, 2002,
prepared in accordance with United States generally accepted
accounting principles and which fairly present the financial
condition of Rescon at the dates thereof. (Schedule A)
(b) Property. An accurate list and description of all
property, real or personal, owned by Rescon of a value equal to
or greater than $1,000.00. (Schedule B.)
(c) Liens and Liabilities. A complete and accurate list of
all material liens, encumbrances, easements, security interests
or similar interests in or on any of the assets listed on
Schedule A. (Schedule C.) A complete and accurate list of all
debts, liabilities and obligations of Rescon incurred or owing as
of the date of this Agreement. (Schedule C.1.)
(d) Leases and Contracts. A complete and accurate list
describing all material terms of each lease (whether of real or
personal property) and each contract, promissory note, mortgage,
license, franchise, or other written agreement to which Rescon is
a party which involves or can reasonably be expected to involve
aggregate future payments or receipts by Rescon (whether by the
terms of such lease, contract, promissory note, license,
franchise or other written agreement or as a result of a
guarantee of the payment of or indemnity against the failure to
pay same) of $1,000.00 or more annually during the twelve-month
period ended August 31, 2001, or any consecutive twelve-month
period thereafter, except any of said instruments which
terminate or are cancelable without penalty during such
twelve-month period. (Schedule D.)
(e) Loan Agreements. Complete and accurate copies of all
loan agreements and other documents with respect to obligations
of Rescon for the repayment of borrowed money. (Schedule E.)
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(f) Consents Required. A complete list of all agreements
wherein consent to the transaction herein contemplated is
required to avoid a default thereunder; or where notice of such
transaction is required at or subsequent to closing, or where
consent to an acquisition, consolidation, or sale of all or
substantially all of the assets is required to avoid a default
thereunder. (Schedule F.)
(g) Articles and Bylaws. Complete and accurate copies of
the Certificate and Articles of Incorporation and Bylaws of
Rescon together with all amendments thereto to the date hereof.
(Schedule G.)
(h) Shareholders. GIT shall be provided information
regarding all persons or entities holding capital stock of Rescon
or any rights to subscribe for, acquire, or receive shares of the
capital stock of Rescon (whether warrants, calls, options, or
conversion rights), including details of all stock option plans
whether qualified or nonqualified, and other similar
arrangements.
(i) Officers and Directors. A complete and current list
of all Officers and Directors of Rescon. (Schedule I.)
(j) Salary Schedule. A complete and accurate list (in all
material respects) of the names and the current salary rate for
each present employee of Rescon who received $1,000.00 or more in
aggregate compensation from Rescon whether in salary, bonus or
otherwise, during the year 2002, or who is presently scheduled to
receive from Rescon a salary in excess of $1,000.00 during the
year ending August 31, 2001, including in each case the amount of
compensation received or scheduled to be received, and a schedule
of the hourly rates of all other employees listed according to
departments. (Schedule J.)
(k) Litigation. A complete and accurate list (in all
material respects) of all material civil, criminal,
administrative, arbitration or other such proceedings or
investigations (including without limitations unfair labor
practice matters, labor organization activities, environmental
matters and civil rights violations) pending or, to the knowledge
of Rescon threatened, which may materially and adversely affect
Rescon. (Schedule K.)
(l) Tax Returns. Accurate copies of all Federal and State
tax returns for Rescon through the period ended August 31, 2001.
(Schedule L.)
(m) Agency Reports. Copies of all material reports or
filings (and a list of the categories of reports or filings made
on a regular basis) made by Rescon under ERISA, EEOC, FDA and all
other governmental agencies (federal, state or local) during the
last fiscal year. (Schedule M.)
(n) Banks. A true and complete list (in all material
respects), as of the date of this Agreement, showing (1) the name
of each bank in which Rescon has an account or safe deposit box,
and (2) the names and addresses of all signatories. (Schedule
N.)
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(o) Jurisdictions Where Qualified. A list of all
jurisdictions wherein Rescon is qualified to do business and is
in good standing. (Schedule O.)
(p) Subsidiaries. A complete list of all subsidiaries of
Rescon. (Schedule P.) The term "Subsidiary" or "Subsidiaries"
shall include corporations, unincorporated associations,
partnerships, joint ventures, or similar entities in which Rescon
has an interest, direct or indirect.
(q) Union Matters. An accurate list and description (in
all material respects) of all union contracts and collective
bargaining agreements of Rescon, if any. (Schedule Q.)
(r) Employee and Consultant Contracts. A complete and
accurate list of all employee and consultant contracts which
Rescon may have, other than those listed in the schedule on
Union Matters. (Schedule R.)
(s) Employee Benefit Plans. Complete and accurate copies
of all salary, stock options, bonus, incentive compensation,
deferred compensation, profit sharing, retirement, pension, group
insurance, disability, death benefit or other benefit plans,
trust agreements or arrangements of Rescon in effect on the date
hereof or to become effective after the date thereof, together
with copies of any determination letters issued by the Internal
Revenue Service with respect thereto. (Schedule S.)
(t) Insurance Policies. A complete and accurate list (in
all material respects) and a description of all material
insurance policies naming Rescon as an insured or beneficiary or
as a loss payable payee or for which Rescon has paid all or part
of the premium in force on the date hereof, specifying any notice
or other information possessed by Rescon regarding possible
claims thereunder, cancellation thereof or premium increases
thereon, including any policies now in effect naming Rescon as
beneficiary covering the business activities of Rescon.
(Schedule T.)
(u) Licenses and Permits. A complete list of all licenses,
permits and other authorizations of Rescon. (Schedule U.)
3.02 Organization, Standing and Power. Rescon is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Nevada with all requisite corporate power to own or lease its
properties and carry on its businesses as are now being conducted.
3.03 Qualification. Rescon is duly qualified and is licensed as a
foreign corporation authorized to do business in each jurisdiction wherein
it conducts its business operations. Such jurisdictions, which are the
only jurisdictions in which Rescon is duly qualified and licensed as a
foreign corporation, are shown in Schedule O.
3.04 Capitalization of Rescon. The authorized capital stock of
Rescon consists of 1,000,000,000 shares of Common Stock, $.0001 par value,
of which the only shares issued and outstanding are 3,860,869, which shares
were or will be duly authorized, validly issued and fully paid and
nonassessable. There are no preemptive rights with respect to the Rescon
stock.
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3.05 Authority. The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been duly
authorized by all necessary corporate actions, including but not limited to
duly and validly authorized action and approval by the Board of Directors,
on the part of Rescon, ▇▇▇▇▇▇ Services, Inc., Calamitous, L.C., and by each
of the Cancelling Shareholders. This Agreement constitutes the valid and
binding obligation of Rescon, ▇▇▇▇▇▇ Services, Inc., Calamitous, L.C., and
the Cancelling Shareholders enforceable against it in accordance with its
terms, subject to the principles of equity applicable to the availability
of the remedy of specific performance. This Agreement has been duly
executed by Rescon, ▇▇▇▇▇▇ Services, Inc., Calamitous, L.C., and the
Cancelling Shareholders and the execution and delivery of this Agreement
and the consummation of the transactions contemplated by this Agreement
shall not result in any breach of any terms or provisions of Rescon's
Certificate and Articles of Incorporation or Bylaws or of any other
agreement, court order or instrument to which Rescon is a party or bound
by.
3.06 Absence of Undisclosed Liabilities. Rescon has no material
liabilities of any nature, whether fixed, absolute, contingent or accrued,
which were not reflected on the financial statements set forth in Schedule
A or otherwise disclosed in this Agreement or any of the Schedules or
Exhibits attached hereto.
3.07 Absence of Changes. Since August 31, 2001 there has not been
any material adverse change in the condition (financial or otherwise),
assets, liabilities, earnings or business of Rescon.
3.08 Tax Matters. All taxes and other assessments and levies which
Rescon is required by law to withhold or to collect have been duly withheld
and collected, and have been paid over to the proper government
authorities or are held by Rescon in separate bank accounts for such
payment or are represented by depository receipts, and all such
withholdings and collections and all other payments due in connection
therewith (including, without limitation, employment taxes, both the
employee's and employer's share) have been paid over to the government or
placed in a separate and segregated bank account for such purpose. There
are no known deficiencies in income taxes for any periods and further, the
representations and warranties as to absence of undisclosed liabilities
contained in Section 3.06 includes any and all tax liabilities of
whatsoever kind or nature (including, without limitation, all federal,
state, local and foreign income, profit, franchise, sales, use and property
taxes) due or to become due, incurred in respect of or measured by Rescon
income or business prior to the Closing Date.
3.09 Options, Warrants, etc. Except as otherwise described in
Schedule H, there are no outstanding options, warrants, calls, commitments
or agreements of any character to which Rescon or its shareholders are a
party or by which Rescon or its shareholders are bound, or are a party,
calling for the issuance of shares of capital stock of Rescon or any
securities representing the right to purchase or otherwise receive any such
capital stock of Rescon.
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3.10 Title to Assets. Except for liens set forth in Schedule C,
Rescon is the sole unconditional owner of, with good and marketable title
to, all assets listed in the schedules as owned by it and all other
property and assets are free and clear of all mortgages, liens, pledges,
charges or encumbrances of any nature whatsoever.
3.11 Agreements in Force and Effect. Except as set forth in
Schedules D and E, all material contracts, agreements, plans, promissory
notes, mortgages, leases, policies, licenses, franchises or similar
instruments to which Rescon is a party are valid and in full force and
effect on the date hereof, and Rescon has not breached any material
provision of, and is not in default in any material respect under the terms
of, any such contract, agreement, plan, promissory note, mortgage, lease,
policy, license, franchise or similar instrument which breach or default
would have a material adverse effect upon the business, operations or
financial condition of Rescon.
3.12 Legal Proceedings, Etc. Except as set forth in Schedule K, there
are no civil, criminal, administrative, arbitration or other such
proceedings or investigations pending or, to the knowledge of either Rescon
or the shareholders thereof, threatened, in which, individually or in the
aggregate, an adverse determination would materially and adversely affect
the assets, properties, business or income of Rescon. Rescon has
substantially complied with, and is not in default in any material respect
under, any laws, ordinances, requirements, regulations or orders applicable
to its businesses.
3.13 Governmental Regulation. To the knowledge of Rescon and except
as set forth in Schedule K, Rescon is not in violation of or in default
with respect to any applicable law or any applicable rule, regulation,
order, writ or decree of any court or any governmental commission, board,
bureau, agency or instrumentality, or delinquent with respect to any report
required to be filed with any governmental commission, board, bureau,
agency or instrumentality which violation or default could have a material
adverse effect upon the business, operations or financial condition of
Rescon.
3.14 Brokers and Finders. Rescon shall be solely responsible for
payment to any broker or finder retained by Rescon for any brokerage fees,
commissions or finders' fees in connection with the transactions
contemplated herein.
3.15 Accuracy of Information. No representation or warranty by
Rescon contained in this Agreement and no statement contained in any
certificate or other instrument delivered or to be delivered to GIT
pursuant hereto or in connection with the transactions contemplated hereby
(including without limitation all Schedules and Exhibits hereto) contains
or will contain any untrue statement of material fact or omits or will omit
to state any material fact necessary in order to make the statements
contained herein or therein not misleading.
3.16 Subsidiaries. Except as listed in Schedule P, Rescon does not
have any other subsidiaries or own capital stock representing ten percent
(10%) or more of the issued and outstanding stock of any other corporation.
3.17 Consents. Except as listed in Schedule F, no consent or
approval of, or registration, qualification or filing with, any
governmental authority or other person is required to be obtained or
accomplished by Rescon or any shareholder thereof in connection with the
consummation of the transactions contemplated hereby.
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3.18 Improper Payments. Neither Rescon, nor any person acting on
behalf of Rescon, including the Cancelling Shareholders, has made any
payment or otherwise transmitted anything of value, directly or indirectly,
to (a) any official or any government or agency or political subdivision
thereof for the purpose of influencing any decision affecting the business
of Rescon (b) any customer, supplier or competitor of Rescon or employee of
such customer, supplier or competitor, for the purpose of obtaining,
retaining or directing business for Rescon or (c) any political party or
any candidate for elective political office nor has any fund or other asset
of Rescon been maintained that was not fully and accurately recorded on the
books of account of Rescon.
3.19 Copies of Documents. Rescon has made available for inspection
and copying by GIT and its duly authorized representatives, and will
continue to do so at all times, true and correct copies of all documents
which it has filed with the Securities and Exchange Commission, the
National Association of Securities Dealers and all other governmental
agencies which are material to the terms and conditions contained in this
Agreement. Furthermore, Rescon has made all required filings with the with
the Securities and Exchange Commission, the National Association of
Securities Dealers and all other governmental agencies, including but not
limited to the Internal Revenue Service, on a timely basis. All such
filings have contained information which is true and correct, to the best
knowledge of the Board of Directors of Rescon after reasonable
investigation, in all material respects and did not contain any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements made therein not misleading or which could have any
material adverse effect upon the financial condition or operations of
Rescon or adversely effect the objectives of this Agreement with respect to
GIT including, but not limited to, the issuance and subsequent trading of
the shares of common stock of Rescon to be received hereby, subject to
compliance by the shareholders of GIT with applicable law.
3.20 Tradeability of Shares. The Reson common shares outstanding as
of the date of this Agreement that will not be cancelled pursuant to the
terms of this Agreement were offered and sold pursuant to registration
under the Securities Act of 1933 and applicable state laws or exemptions
from registration promulgated under such statutes and are freely tradeable
by the holders thereof pursuant to the trading exemption provided by
Section 4(1) of the Securities Act of 1933, provided that shares of common
stock which are owned by "affiliates" may be required to be publicly sold
under Rule 144 of the Securities and Exchange Commission.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF
GIT SECURITIES CORPORATION
GIT hereby represents and warrants to Rescon as follows:
4.01 GIT shall deliver to Rescon, on or before Closing, the following:
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(a) Financial Statements. Audited financial statements of GIT
from its inception, through December 31, 2001, and unaudited financial
statements for the quarter ended March 31, 2002, prepared in
accordance with United States generally accepted accounting principles
and which fairly present the financial condition of GIT at the dates
thereof. (Schedule AA)
(b) Property. An accurate list and description of all
property, real or personal owned by GIT of a value equal to or greater
than $1,000.00. (Schedule BB)
(c) Liens and Liabilities. A complete and accurate list of all
material liens, encumbrances, easements, security interests or similar
interests in or on any of the assets listed on Schedule AA.
(Schedule CC.) A complete and accurate list of all debts, liabilities
and obligations of GIT incurred or owing as of the date of this
Agreement. (Schedule CC.1.)
(d) Leases and Contracts. A complete and accurate list
describing all material terms of material leases (whether of real or
personal property) and each contract, promissory note, mortgage,
license, franchise, or other written agreement to which GIT is a party
which involves or can reasonably be expected to involve aggregate
future payments or receipts by GIT (whether by the terms of such
lease, contract, promissory note, license, franchise or other
written agreement or as a result of a guarantee of the payment
of or indemnity against the failure to pay same) of $1,000.00 or
more annually during the twelve-month period ended December 31, 2001
or any consecutive twelve-month period thereafter, except any of said
instruments which terminate or are cancelable without penalty during
such twelve-month period. (Schedule DD.)
(e) Loan Agreements. Complete and accurate copies of all loan
agreements and other documents with respect to obligations of GIT for
the repayment of borrowed money. (Schedule EE.)
(f) Consents Required. A complete list of all
agreements wherein consent to the transaction herein contemplated is
required to avoid a default thereunder; or where notice of such
transaction is required at or subsequent to closing, or where
consent to an acquisition, consolidation, or sale of all or
substantially all of the assets is required to avoid a default
thereunder. (Schedule FF.)
(g) Articles and Bylaws. Complete and accurate copies of the
Articles of Incorporation and Bylaws of GIT, together with all
amendments thereto to the date hereof. (Schedule GG.)
(h) Shareholders. A complete list of all persons or entities
holding capital stock of GIT or any rights to subscribe for, acquire,
or receive shares of the capital stock of GIT (whether warrants,
calls, options, or conversion rights), including copies of all stock
option plans whether qualified or nonqualified, and other similar
agreements. (Schedule HH.)
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(i) Officers and Directors. A complete and current list of
all officers and Directors of GIT. (Schedule II.)
(j) Salary Schedule. A complete and accurate list (in all
material respects) of the names and the current salary rate or each
present employee of GIT who received $1,000 or more in aggregate
compensation from GIT whether in salary, bonus or otherwise, during
the year 2001, or who is presently scheduled to receive from GIT a
salary in excess of $1,000.00 during the year ending December 31,
2001, including in each case the amount of compensation received or
scheduled to be received, and a schedule of the hourly rates of all
other employees listed according to departments. (Schedule JJ.)
(k) Litigation. A complete and accurate list (in all material
respects) of all material civil, criminal, administrative,
arbitration or other such proceedings or investigations (including
without limitations unfair labor practice matters, labor organization
activities, environmental matters and civil rights violations) pending
or, to the knowledge of GIT threatened, which may materially and
adversely affect GIT. (Schedule KK.)
(l) Tax Returns. Accurate copies of all tax returns of GIT
through the period ended December 31, 2001. (Schedule LL.)
(m) Agency Reports. Copies of all material reports or filings
(and a list of the categories of reports or filings made on a regular
basis) made by GIT under ERISA, EEOC, FDA and all other governmental
agencies (federal, state or local) during the last fiscal year.
(Schedule MM.)
(n) A true and complete list (in all material respects), as of
the date of this Agreement, showing (1) the name of each bank in which
GIT has an account or safe deposit box, and (2) the names and
addresses of all signatories. (Schedule NN.)
(o) Jurisdictions Where Qualified. A list of all jurisdictions
wherein GIT is qualified to do business and is in good standing.
(Schedule OO.)
(p) Subsidiaries. A complete list of all subsidiaries of GIT.
(Schedule PP.) The term "Subsidiary" or "Subsidiaries" shall include
corporations, unincorporated associations, partnerships, joint
ventures, or similar entities in which GIT has an interest, direct
or indirect.
(q) Union Matters. An accurate list and description (in all
material respects of union contracts and collective bargaining
agreements of GIT, if any. (Schedule QQ.)
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(r) Employee and Consultant Contracts. A complete and accurate
list of all employee and consultant contracts which GIT may have,
other than those listed in the schedule on Union Matters. (Schedule
RR.)
(s) Employee Benefit Plans. Complete and accurate copies of
all salary, stock option, bonus, incentive compensation, deferred
compensation, profit sharing, retirement, pension, group insurance,
disability, death benefit or other benefit plans, trust agreements or
arrangements of GIT in effect on the date hereof or to become
effective after the date thereof, together with copies of any
determination letters issued by the Internal Revenue Service with
respect thereto. (Schedule SS.)
(t) Insurance Policies. A complete and accurate list (in all
material respects) and description of all material insurance policies
naming GIT as an insured or beneficiary or as a loss payable payee or
for which GIT has paid all or part of the premium in force on the
date hereof, specifying any notice or other information possessed by
GIT regarding possible claims thereunder, cancellation thereof or
premium increases thereon, including any policies now in effect
naming GIT as beneficiary covering the business activities of GIT.
(Schedule TT.)
(u) Licenses and Permits. A complete list of all licenses,
permits and other authorizations of GIT. (Schedule UU.)
4.02 Organization, Standing and Power. GIT is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Nevada with all requisite corporate power to own or lease its
properties and carry on its business as is now being conducted and has a
registered corporate office in New York with all requisite corporate power
to own or lease its properties and carry on its business as is now being
conducted.
4.03 Qualification. GIT is duly qualified and licensed as a foreign
corporation authorized to do business in each jurisdiction wherein it
conducts business operations. Such jurisdictions, which are the only
jurisdictions in which GIT is duly qualified and licensed as a foreign
corporation, is shown in Schedule OO.
4.04 Capitalization of GIT. The authorized capital stock of GIT
consists of 10,000,000 shares of Common Stock, par value $.001 per share,
of which the only shares issued and outstanding are 200 shares issued to
the sole shareholder listed on Schedule HH, which shares were duly
authorized, validly issued and fully paid and nonassessable. There are no
preemptive rights with respect to the GIT stock.
4.05 Authority. The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been duly
authorized by all necessary corporate action, including but not limited to
duly and validly authorized action and approval by the Board of Directors,
on the part of GIT. This Agreement constitutes the valid and binding
obligation of GIT, enforceable against it in accordance with its terms,
subject to the principles of equity applicable to the availability of the
remedy of specific performance. This Agreement has been duly executed by
GIT and the execution and delivery of this Agreement and the consummation
of the transactions contemplated by this Agreement shall not result in any
breach of any terms or provisions of GIT's Articles of Incorporation or
Bylaws or of any other agreement, court order or instrument to which GIT
is a party or bound.
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4.06 Absence of Undisclosed Liabilities. GIT has no material
liabilities of any nature, whether fixed, absolute, contingent or accrued,
which were not reflected on the financial statements set forth in Schedule
AA or otherwise disclosed in this Agreement or any of the Schedules or
Exhibits attached hereto.
4.07 Absence of Changes. Since the date of inception, there has not
been any material adverse change in the condition (financial or
otherwise), assets, liabilities, earnings or business of GIT.
4.08 Tax Matters. All taxes and other assessments and levies
which GIT is required by law to withhold or to collect have been duly
withheld and collected, and have been paid over to the proper government
authorities or are held by GIT in separate bank accounts for such
payment or are represented by depository receipts, and all such
withholdings and collections and all other payments due in connection
therewith (including, without limitation, employment taxes, both the
employee's and employer's share) have been paid over to the government
or placed in a separate and segregated bank account for such purpose.
There are no known deficiencies in income taxes for any periods
and further, the representations and warranties as to absence of
undisclosed liabilities contained in Section 4.06 includes any and all
tax liabilities of whatsoever kind or nature (including, without
limitation, all federal, provincial, local and foreign income, profit,
franchise, sales, use and property taxes) due or to become due, incurred
in respect of or measured by GIT income or business prior to the Closing
Date.
4.09 Options, Warrants, etc. Except as otherwise described in
Schedule HH, there are no outstanding options, warrants, calls,
commitments or agreements of any character to which GIT or its
shareholders are a party or by which GIT or its shareholders are bound, or
are a party, calling for the issuance of shares of capital stock of GIT
or any securities representing the right to purchase or otherwise receive
any such capital stock of GIT.
4.10 Title to Assets. Except for liens set forth in Schedule
CC, GIT is the sole and unconditional owner of, with good and
marketable title to, all the assets and patents listed in the schedules
as owned by them and all other property and assets are free and clear of
all mortgages, liens, pledges, charges or encumbrances of any nature
whatsoever.
4.11 Agreements in Force and Effect. Except as set forth in
Schedules DD and EE, all material contracts, agreements, plans, promissory
notes, mortgages, leases, policies, licenses, franchises or similar
instruments to which GIT is a party are valid and in full force and effect
on the date hereof, and GIT has not breached any material provision of,
and is not in default in any material respect under the terms of, any such
contract, agreement, plan, promissory note, mortgage, lease, policy,
license, franchise or similar instrument which breach or default would
have a material adverse effect upon the business, operations or financial
condition of GIT.
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4.12 Legal Proceedings, Etc. Except as set forth in Schedule KK,
there are no civil, criminal, administrative, arbitration or other such
proceedings or investigations pending or, to the knowledge of GIT,
threatened, in which, individually or in the aggregate, an adverse
determination would materially and adversely affect the assets,
properties, business or income of GIT. GIT has substantially complied
with, and is not in default in any material respect under, any laws,
ordinances, requirements, regulations or orders applicable to its
businesses.
4.13 Governmental Regulation. To the knowledge of GIT and except as
set forth in Schedule KK, GIT is not in violation of or in default with
respect to any applicable law or any applicable rule, regulation, order,
writ or decree of any court or any governmental commission, board,
bureau, agency or instrumentality, or delinquent with respect to any
report required to be filed with any governmental commission, board,
bureau, agency or instrumentality which violation or default could
have a material adverse effect upon the business, operations or
financial condition of GIT.
4.14 Broker and Finders. GIT shall be solely responsible for payment
to any broker or finder retained by GIT for any brokerage fees, commissions
or finders' fees in connection with the transactions contemplated herein.
4.15 Accuracy of Information. No representation or warranty by
GIT contained in this Agreement and no statement contained in any
certificate or other instrument delivered or to be delivered to Rescon
pursuant hereto or in connection with the transactions contemplated hereby
(including without limitation all Schedules and Exhibits hereto)
contains or will contain any untrue statement of a material fact or omits
or will omit to state any material fact necessary in order to make the
statements contained herein or therein not misleading.
4.16 Subsidiaries. Except as listed in Schedule PP, GIT does not
have any other subsidiaries or own capital stock representing ten
percent (10%) or more of the issued and outstanding stock of any
other corporation.
4.17 Consents. Except as listed in Schedule FF, no consent or
approval of, or registration, qualification or filing with, any other
governmental authority or other person is required to be obtained or
accomplished by GIT or any shareholder thereof, in connection with the
consummation of the transactions contemplated hereby.
4.18 Improper Payments. No person acting on behalf of GIT has made
any payment or otherwise transmitted anything of value, directly or
indirectly, to (a) any official or any government or agency or political
subdivision thereof for the purpose of influencing any decision affecting
the business of GIT , or (b) any political party or any candidate for
elective political office, nor has any fund or other asset of GIT been
maintained that was not fully and accurately recorded on the books of
account of GIT.
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4.19 Copies of Documents. GIT has made available for
inspection and copying by Rescon and its duly authorized
representatives, and will continue to do so at all times, true and
correct copies of all documents which it has filed with any governmental
agencies which are material to the terms and conditions contained
in this Agreement. Furthermore, all filings by GIT with governmental
agencies, including but not limited to any taxing authority, have contained
information which is true and correct in all material respects and did not
contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein not misleading
or which could have any material adverse effect upon the financial
condition or operations of GIT or adversely affect the objectives of
this Agreement.
4.20 Investment Intent of Shareholders. The sole shareholder of GIT
represents and warrants to Rescon that the shares of Rescon being acquired
pursuant to this Agreement are being acquired for its own account and for
investment and not with a view to the public resale or distribution of
such shares and further acknowledges that the shares being issued have not
been registered under the Securities Act and are "restricted securities"
as that term is defined in Rule 144 promulgated under the Securities Act
and must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is
available.
ARTICLE 5
CONDUCT AND TRANSACTIONS PRIOR TO THE
EFFECTIVE TIME OF THE ACQUISITION
5.01 Conduct and Transactions of Rescon. During the period from the
date hereof to the date of Closing, Rescon shall:
(a) Conduct its operations in the ordinary course of business,
including but not limited to, paying all obligations as they mature,
complying with all applicable tax laws, filing all tax returns
required to be filed and paying all taxes due;
(b) Maintain its records and books of account in a manner
that fairly and correctly reflects its income, expenses, assets and
liabilities;
Rescon shall not during such period, except in the ordinary course of
business, without the prior written consent of GIT:
(a) Except as otherwise contemplated or required by this
Agreement, sell, dispose of or encumber any of its properties or
assets;
(b) Declare or pay any dividends on shares of its capital stock
or make any other distribution of assets to the holders thereof;
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(c) Issue, reissue or sell, or issue options or rights to
subscribe to, or enter into any contract or commitment to issue,
reissue or sell, any shares of its capital stock or acquire or agree to
acquire any shares of its capital stock;
(d) Except as otherwise contemplated and required by this
Agreement, amend its Articles of Incorporation or merge or consolidate
with or into any other corporation or sell all or substantially all
of its assets or change in any manner the rights of its capital
stock or other securities;
(e) Except as contemplated or required by this Agreement,
pay or incur any obligation or liability, direct or contingent, of more
than $1,000;
(f) Incur any indebtedness for borrowed money, assume, guarantee,
endorse or otherwise become responsible for obligations of any other
party, or make loans or advances to any other party;
(g) Make any material change in its insurance coverage;
(h) Increase in any manner the compensation, direct or indirect,
of any of its officers or executive employees; except in accordance
with existing employment contracts;
(i) Enter into any agreement or make any commitment to any labor
union or organization; or
(j) Make any capital expenditures.
5.02 Conduct and Transactions of GIT. During the period from the
date hereof to the date of Closing, GIT shall:
(a) Obtain an investment letter from the sole shareholder of GIT
in a form substantially like that attached hereto as Exhibit E.
(b) Conduct the operations of GIT in the ordinary course of
business.
GIT shall not during such period, except in the ordinary
course of business, without the prior written consent of Rescon:
(a) Except as otherwise contemplated or required by this
Agreement, sell, dispose of or encumber any of the
properties or assets of GIT;
(b) Declare or pay any dividends on shares of its capital
stock or make any other distribution of assets to the holders
thereof;
(c) Issue, reissue or sell, or issue options or rights to
subscribe to, or enter into any contract or commitment to issue,
reissue or sell, any shares of its capital stock or acquire or
agree to acquire any shares of its capital stock;
15
(d) Except as otherwise contemplated and required by this
Agreement, amend its Articles of Incorporation or merge or
consolidate with or into any other corporation or sell all or
substantially all of its assets or change in any manner the
rights of its capital stock or other securities;
(e) Except as otherwise contemplated and required by this
Agreement, pay or incur any obligation or liability, direct or
contingent, of more than $1,000;
(f) Incur any indebtedness for borrowed money, assume,
guarantee, endorse or otherwise become responsible for obligations of
any other party, or make loans or advances to any other party;
(g) Make any material change in its insurance coverage;
(h) Increase in any manner the compensation, direct or
indirect, of any of its officers or executive employees; except in
accordance with existing employment contracts;
(i) Enter into any agreement or make any commitment to any labor
union or organization; or
(j) Make any material capital expenditures.
ARTICLE 6
RIGHTS OF INSPECTION
6.01 During the period from the date of this Agreement to the date of
Closing of the acquisition, Rescon and GIT agree to use their best efforts
to give the other party, including its representatives and agents, full
access to the premises, books and records of each of the entities, and
to furnish the other with such financial and operating data and
other information including, but not limited to, copies of all legal
documents and instruments referred to on any schedule or exhibit hereto,
with respect to the business and properties of Rescon or GIT, as the
case may be, as the other shall from time to time request; provided,
however, if there are any such investigations: (1) they shall be
conducted in such manner as not to unreasonably interfere with the
operation of the business of the other parties and (2) such right of
inspection shall not affect in any way whatsoever any of the
representations or warranties given by the respective parties hereunder.
In the event of termination of this Agreement, Rescon and GIT will each
return to the other all documents, work papers and other materials obtained
from the other party in connection with the transactions contemplated
hereby, and will take such other steps necessary to protect the
confidentiality of such material.
ARTICLE 7
INDEMINIFICATION
7.01 Rescon, ▇▇▇▇▇▇ Services, Inc., and Calamitous, L.C. hereby agree,
jointly and severally, to indemnify and hold GIT, its officers, directors,
employees, sole shareholder, attorneys and agents and each person, if any,
who controls GIT within the meaning of Section 15 of the Act or Section 20
of the Exchange Act harmless from and against the following:
16
(a) Any and all liabilities, losses, claims, costs, expenses,
damages and judgments (including, without limitation, any legal or
other expenses incurred in connection with investigating or defending
any matter, including any action, that could give rise to such
liabilities, losses, claims, costs, expenses, damages and judgments)
(collectively, the "Losses") resulting from or arising out of any
breach of any representation, warranty, or non-performance of any
covenant or agreement on the part of Rescon or any Cancelling
Shareholder(s) contained in this Agreement or in any statement or
certificate furnished or to be furnished by Rescon or any Cancelling
Shareholder(s) pursuant hereto or in connection with the transactions
contemplated hereby; and
(b) Any and all losses resulting from or arising out of the
conduct of any business, any act or any omissions by or on behalf of
Rescon or any Cancelling Shareholder(s) prior to the Closing.
7.02 GIT hereby agrees, to indemnify and hold Rescon, its officers,
directors, employees and agents and each person, if any, who controls
Rescon within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act harmless from and against the following:
(a) Any and all Losses resulting from or arising out of any
breach of any representation, warranty, or non-performance of any
covenant or agreement on the part of GIT or Radical contained in this
Agreement or in any statement or certificate furnished or to be
furnished by GIT pursuant hereto or in connection with the
transactions contemplated hereby.
7.03 In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 7.01 or 7.02
(the "Indemnified Party"), the Indemnified Party shall promptly notify the
person against whom such indemnity may be sought (the "Indemnifying Party")
in writing. A delay in giving notice shall only relieve the Indemnifying
Party of liability to the extent the Indemnifying Party suffers actual
prejudice because of the delay. The Indemnifying Party shall have the
right, at its option and expense, to participate in the defense of such a
proceeding or claim, but not to control the defense, negotiation or
settlement thereof, which control shall at all times rest with the
Indemnified Party, unless the proceeding or claim involves only money
damages, not an injunction or other equitable relief, and unless the
Indemnifying Party:
(i) irrevocably acknowledges in writing complete responsibility
for and agrees to indemnify the Indemnified Party, and
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(ii) furnishes satisfactory evidence of the financial ability to
indemnify the Indemnified Party, in which case the Indemnifying Party
may assume such control through counsel of its choice and at its
expense, but the Indemnified Party shall continue to have the right to
be represented, at its own expense, by counsel of its choice in
connection with the defense of such a proceeding or claim. If the
Indemnifying Party does not assume control of the defense of such a
proceeding or claim, (i) the entire defense of the proceeding or claim
by the Indemnified Party, (ii) any settlement made by the Indemnified
Party, and (iii) any judgment entered in the proceeding or claim shall
be deemed to have been consented to by, and shall be binding on, the
Indemnifying Party as fully as though it alone had assumed the defense
thereof and a judgment had been entered in the proceeding or claim in
the amount of such settlement or judgment, except that the right of
the Indemnifying Party to contest the right of the Indemnified Party
to indemnification under the Agreement with respect to the proceeding
or claim shall not be extinguished. If the Indemnifying Party does
assume control of the defense of such a proceeding or claim, it will
not, without the prior written consent of the Indemnified Party settle
the proceeding or claim or consent to entry of any judgment relating
thereto which does not include as an unconditional term thereof the
giving by the claimant to the Indemnified Party a release from all
liability in respect of the proceeding or claim. The parties hereto
agree to cooperate fully with each other in connection with the
defense, negotiation or settlement of any such proceeding or claim.
ARTICLE 8
CONDITIONS TO CLOSING
8.01 Conditions to Obligations of GIT. The obligation of GIT to
perform this Agreement is subject to the satisfaction of the following
conditions on or before the Closing unless waived in writing by GIT.
(a) Representations and Warranties. There shall be no
information disclosed in the schedules delivered by Rescon which in
the opinion of GIT would materially adversely affect the proposed
transaction and intent of the parties as set forth in this
Agreement. The representations and warranties of Rescon set forth in
Article 3 hereof shall be true and correct in all material respects as
of the date of this Agreement and as of the Closing as though made on
and as of the Closing, except as otherwise permitted by this
Agreement.
(b) Performance of Obligations. Rescon shall have in all
material respects performed all agreements required to be performed by
it under this Agreement and shall have performed in all material
respects any actions contemplated by this Agreement prior to or on the
Closing and Rescon shall have complied in all material respects with
the course of conduct required by this Agreement.
(c) Corporate Action. Rescon shall have furnished minutes,
certified copies of corporate resolutions and/or other documentary
evidence satisfactory to counsel for GIT that Rescon has submitted
with this Agreement and any other documents required hereby to such
parties for approval as provided by applicable law.
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(d) Consents. Execution of this Agreement by the sole
shareholder of GIT and any consents necessary for or approval of any
party listed on any Schedule delivered by Rescon whose consent or
approval is required pursuant thereto shall have been obtained.
(e) Financial Statements. GIT shall have been furnished with
audited financial statements of Rescon including, but not limited to,
balance sheets and profit and loss statements from inception through
the fiscal year end August 31, 2001 and unaudited financial statements
for the quarters ended November 30, 2001, February 28, 2002 and May
31, 2002. Such financial statements shall have been prepared in
conformity with United States generally accepted accounting
principles on a basis consistent with those of prior periods and
fairly present the financial position of Rescon as of the periods
stated.
(f) Statutory Requirements. All statutory requirements for the
valid consummation by Rescon of the transactions contemplated by this
Agreement shall have been fulfilled.
(g) Governmental Approval. All authorizations, consents,
approvals, permits and orders of all federal and state governmental
agencies required to be obtained by Rescon for consummation of the
transactions contemplated by this Agreement shall have been obtained.
(h) Changes in Financial Condition of Rescon. There shall not
have occurred any material adverse change in the financial condition
or in the operations of the business of Rescon, except expenditures in
furtherance of this Agreement.
(i) Absence of Pending Litigation. Rescon is not engaged in or
threatened with any suit, action, or legal, administrative or other
proceedings or governmental investigations pertaining to this
Agreement or the consummation of the transactions contemplated
hereunder.
(j) Authorization for Issuance of Stock. GIT shall have
received in form and substance satisfactory to counsel for GIT a
letter instructing and authorizing the Registrar and Transfer Agent
for the shares of common stock of Rescon issue stock certificates
representing ownership of 10,000,000 restricted shares of common stock
of Rescon to Radical in accordance with the terms of this Agreement
and a letter from said Registrar and Transfer Agent acknowledging
receipt of the letter of instruction and stating to the effect that
the Registrar and Transfer Agent holds adequate supplies of stock
certificates necessary to comply with the letter of instruction and
the terms and conditions of this Agreement.
8.02 Conditions to Obligations of Rescon. The obligation of Rescon
to perform this Agreement is subject to the satisfaction of the following
conditions on or before the Closing unless waived in writing by Rescon.
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(a) Representations and Warranties. There shall be no
information disclosed in the schedules delivered by GIT, which in the
opinion of Rescon, would materially adversely affect the proposed
transaction and intent of the parties as set forth in this
Agreement. The representations and warranties of GIT set forth in
Article 4 hereof shall be true and correct in all material respects
as of the date of this Agreement and as of the Closing as though made
on and as of the Closing, except as otherwise permitted by this
Agreement.
(b) Performance of Obligations. GIT shall have in all material
respects performed all agreements required to be performed by it
under this Agreement and shall have performed in all material
respects any actions contemplated by this Agreement prior to or on the
Closing and GIT shall have complied in all respects with the course of
conduct required by this Agreement.
(c) Corporate Action. GIT shall have furnished minutes,
certified copies of corporate resolutions and/or other documentary
evidence satisfactory to Counsel for Rescon that GIT has submitted
with this Agreement and any other documents required hereby to such
parties for approval as provided by applicable law.
(d) Consents. Any consents necessary for or approval of any
party listed on any Schedule delivered by GIT, whose consent or
approval is required pursuant thereto, shall have been obtained.
(e) Financial Statements. Rescon shall have been furnished with
audited financial statements of GIT including, but not limited to,
balance sheets and profit and loss statements from inception through
the fiscal year end December 31, 2001 and unaudited financial
statements for the quarter ended March 31, 2002. Such financial
statements shall have been prepared in conformity with United States
generally accepted accounting principles on a basis consistent with
those of prior periods and fairly present the financial position of
GIT as of the periods stated.
(f) Statutory Requirements. All statutory requirements for the
valid consummation by GIT of the transactions contemplated by this
Agreement shall have been fulfilled.
(g) Governmental Approval. All authorizations, consents,
approvals, permits and orders of all federal and state governmental
agencies required to be obtained by GIT for consummation of the
transactions contemplated by this Agreement shall have been obtained.
(h) Employment Agreements. Existing GIT employment agreements
will have been delivered to counsel for Rescon.
20
(i) Changes in Financial Condition of GIT. There shall not
have occurred any material adverse change in the financial condition
or in the operations of the business of GIT, except expenditures in
furtherance of this Agreement.
(j) Absence of Pending Litigation. GIT is not engaged in
or threatened with any suit, action, or legal, administrative or
other proceedings or governmental investigations pertaining to this
Agreement or the consummation of the transactions contemplated
hereunder.
(k) Shareholder Approval. The sole GIT shareholder shall have
approved the Agreement and Plan of Reorganization.
ARTICLE 9
MATTERS SUBSEQUENT TO CLOSING
9.01 Covenant of Further Assurance. The parties covenant and agree
that they shall, from time to time, execute and deliver or cause to be
executed and delivered all such further instruments of conveyance,
transfer, assignments, receipts and other instruments, and shall take or
cause to be taken such further or other actions as the other party or
parties to this Agreement may reasonably deem necessary in order to carry
out the purposes and intent of this Agreement.
ARTICLE 10
NATURE AND SURVIVAL OF REPRESENTATIONS
10.01 All statements contained in any written certificate, schedule,
exhibit or other written instrument delivered by Rescon or GIT pursuant
hereto, or otherwise adopted by Rescon, by its written approval, or by GIT
by its written approval, or in connection with the transactions
contemplated hereby, shall be deemed representations and warranties by
Rescon or GIT as the case may be. All representations, warranties and
agreements made by either party shall survive for the period of the
applicable statute of limitations and until the discovery of any claim,
loss, liability or other matter based on fraud, if longer.
ARTICLE 11
TERMINATION OF AGREEMENT AND ABANDONMENT OF REORGANIZATION
11.01 Termination. Anything herein to the contrary notwithstanding,
this Agreement and any agreement executed as required hereunder and the
acquisition contemplated hereby may be terminated at any time before the
Closing as follows:
(a) By mutual written consent of the Boards of Directors of
Rescon and GIT.
(b) By the Board of Directors of Rescon if any of the conditions
set forth in Section 8.02 shall not have been satisfied by the Closing
Date.
(c) By the Board of Directors of GIT if any of the conditions
set forth in Section 8.01 shall not have been satisfied by the
Closing Date.
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11.02 Termination of Obligations and Waiver of Conditions; Payment
of Expenses. In the event this Agreement and the acquisition are
terminated and abandoned pursuant to this Article 11 hereof, this
Agreement shall become void and of no force and effect and there shall be
no liability on the part of any of the parties hereto, or their respective
directors, officers, shareholders or controlling persons to each other.
Each party hereto will pay all costs and expenses incident to its
negotiation and preparation of this Agreement and any of the documents
evidencing the transactions contemplated hereby, including fees, expenses
and disbursements of counsel.
ARTICLE 12
EXCHANGE OF SHARES; FRACTIONAL SHARES
12.01 Exchange of Shares. At the Closing, Rescon shall issue a
letter to the transfer agent of Rescon with a copy of the resolution of the
Board of Directors of Rescon authorizing and directing the issuance of
10,000,000 restricted Rescon shares as set forth in Exhibit A to this
Agreement.
12.02 Restrictions on Shares Issued to GIT. Due to the fact that GIT
will receive shares of Rescon common stock in connection with the
acquisition which have not been registered under the1933 Act by virtue of
the exemption provided in Section 4(2) of such Act, those shares of Rescon
will contain the following legend:
The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares have been
acquired for investment and may not be sold or offered for sale in the
absence of an effective Registration Statement for the shares under
the Securities Act of 1933 or an opinion of counsel to the
Corporation that such registration is required.
ARTICLE 13
MISCELLANEOUS
13.01 Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of Utah excluding the conflicts of
laws.
13.02 Notices. All notices necessary or appropriate under this
Agreement shall be effective when personally delivered or deposited in the
United States mail, postage prepaid, certified or registered, return receipt
requested, and addressed to the parties last known address which addresses
are currently as follows:
If to "Rescon" If to "GIT "
Rescon Technology Corporation GIT Securities Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
22
With copies to: With copies to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, #▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇-▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
13.03 Amendment and Waiver. The parties hereby may, by mutual
agreement in writing signed by each party, amend this Agreement in any
respect. Any term or provision of this Agreement may be waived in writing
at any time by the party which is entitled to the benefits thereof, such
waiver right shall include, but not be limited to, the right of either party
to:
(a) Extend the time for the performance of any of the obligations
of the other;
(b) Waive any inaccuracies in representations by the other
contained in this Agreement or in any document delivered pursuant
hereto;
(c) Waive compliance by the other with any of the covenants
contained in this Agreement, and performance of any obligations by the
other; and
(d) Waive the fulfillment of any condition that is precedent to
the performance by the party so waiving of any of its obligations under
this Agreement. Any writing on the part of a party relating to such
amendment, extension or waiver as provided in this Section 13.03 shall
be valid if authorized or ratified by the Board of Directors of such
party.
13.04 Remedies not Exclusive. No remedy conferred by any of the
specific provisions of this Agreement is intended to be exclusive of any
other remedy, and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing
at law or in equity or by statute or otherwise. The election of any one or
more remedies by Rescon or GIT shall not constitute a waiver of the right to
pursue other available remedies.
13.05 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
13.06 Benefit. This Agreement shall be binding upon, and inure to the
benefit of, the respective successors and assigns of Rescon and GIT and
Radical.
13.07 Entire Agreement. This Agreement and the Schedules and Exhibits
attached hereto, represent the entire agreement of the undersigned regarding
the subject matter hereof, and supersedes all prior written or oral
understandings or agreements between the parties.
13.08 Each Party to Bear its Own Expense. Rescon and GIT shall each
bear their own respective expenses incurred inconnection with the
negotiation, execution, closing, and performance of this Agreement, including
counsel fees and accountant fees.
23
13.09 Captions and Section Headings. Captions and section headings
used herein are for convenience only and shall not control or affect the
meaning or construction of any provision of this Agreement.
Executed as of the date first written above.
"Rescon" "GIT "
Rescon Technology Corporation GIT Securities Corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
_______________________________ ________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, President
"Radical"
Radical Technologies, Inc.
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By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, President
Quad D Partnership Maven Strategic Partners
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, General Partner ▇▇▇▇▇ ▇▇▇▇▇▇, Partner
▇▇▇▇▇▇ Services, Inc. Calamitous L.C.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, CEO ▇▇▇▇▇ ▇▇▇▇▇▇▇, Managing Member
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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