AGREEMENT AND PLAN OF MERGER
BY AND AMONG
CENTENNIAL TECHNOLOGIES, INC.,
ITP ACQUISITION CORPORATION,
INTELLIGENT TRUCK PROJECT, INC.,
AND
THE SHAREHOLDERS WHOSE SIGNATURES APPEAR
AT THE FOOT OF THIS AGREEMENT
EFFECTIVE AS OF DECEMBER 18, 1996
TABLE OF CONTENTS
Reference Page #
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1. The Merger................................................... 1
2. Conversion of Shares 2
3. Matters Related to the Centennial Shares..................... 4
4. Closing...................................................... 5
5 Escrow Agreement............................................. 5
6. Representations and Warranties of ITP and the Warranting
Shareholders.............................................. 6
7. Representations and Warranties of the Shareholders 18
8. Representations and Warranties of Centennial and IAC 19
9. No Announcements............................................. 20
10. Covenants of ITP............................................. 20
11. Covenants of Centennial and IAC.............................. 22
12. Conditions to Obligations of Centennial and IAC.............. 23
13. Conditions to Obligations of ITP and the Shareholders........ 24
14. Provisions for Indemnification............................... 25
15. Opinion of Counsel for ITP................................... 27
16. Opinion of Counsel for Centennial and IAC.................... 27
17. Disclosure of Information.................................... 27
18. Employment Agreements........................................ 29
19. Survival of Representations and Warranties................... 29
20. Further Assurances........................................... 29
21. Notices...................................................... 29
22. Broker....................................................... 30
23. Expenses..................................................... 31
24. Entire Agreement............................................. 31
25. Binding Effect............................................... 31
26. Headings..................................................... 31
27. Law Governing................................................ 32
28. Counterparts................................................. 32
TABLE OF SCHEDULES
No. Title
--- -----
5 Escrow Agreement
5(a) Warranting Shareholders
6(a) ITP Qualifications
6(b) ITP Third Party Consents
6(c)(i) Federal Income Tax Returns
6(c)(ii) Financial Statements
6(e) Miscellaneous Disclosures
6(f) Security Interests, Liens, Encumbrances,
etc.
6(g) Existing Leases, Contracts, Franchises
and Commitments, and Agreements as to the Same
6(h) Miscellaneous Lists
6(i) Litigation, Claims, Proceedings, etc.
6(m) Stock Transactions
6(n) Agreements and Arrangements with
Affiliates
6(q) Equipment; Real Estate
6(r) Permits, Licenses, Authorizations
6(s) Insurance Policies
6(t) Shareholder Interests in Competitors
6(u) Intellectual Property
6(z) Environmental Matters
12(g) Rate of Exchange of ITP Shares for Centennial Shares
15 Form of Opinion of Xxxxxxxx Xxxxxxxxx
16 Form of Opinion of X'Xxxxxx, Broude & Xxxxxxx
18 Form of Employment Agreements
22 Brokers
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, effective as of the 18th day of December,
1996 (the "Agreement"), by and among Centennial Technologies, Inc., a Delaware
corporation ("Centennial"); ITP Acquisition Corporation, a Delaware corporation
and wholly-owned subsidiary of Centennial ("IAC"); Intelligent Truck Project,
Inc., a Florida corporation ("ITP"); and the shareholders of ITP whose
signatures appear at the foot of this Agreement (the "Shareholders"). ITP and
IAC are sometimes referred to together herein as the "Constituent Corporations."
WITNESSETH:
WHEREAS, Centennial owns directly one hundred percent (100%) of the
issued and outstanding stock of IAC; and
WHEREAS, the Board of Directors of Centennial and the Board of
Directors of ITP have each approved the merger of IAC with and into ITP, with
ITP being the surviving corporation, upon the terms and conditions set forth
herein.
WHEREAS, ITP, Centennial and IAC desire to enter into and carry out the
merger in accordance with the terms hereof and the provisions of the Florida
Business Corporation Act and the Delaware General Corporation Law.
NOW, THEREFORE, intending to be legally bound hereby, and in
consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. THE MERGER
(a) Subject to the terms, provisions and conditions of this Agreement
and upon the basis of the representations, warranties and covenants made herein,
at the Closing (as defined below) ITP and IAC shall cause Articles of Merger to
be filed with the Secretary of State of Florida and a Certificate of Merger to
be filed with the Secretary of State of Delaware, each in a form agreed to by
ITP and Centennial.
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(b) The effective date of the merger of IAC with and into ITP (the
"Merger") shall be the date (the "Effective Date") upon and the time (the
"Effective Time") at which the Articles of Merger are filed in the Department of
State of Florida and the Certificate of Merger is filed with the Secretary of
State of Delaware, whichever occurs later. At the Effective Time, IAC will be
merged in and into ITP, with ITP as the surviving corporation (the "Surviving
Corporation"), and the separate existence of IAC shall cease. The Surviving
Corporation shall assume and be liable for all the liabilities and obligations
of each of the Constituent Corporations in accordance with the Florida Business
Corporation Act and the Delaware General Corporation Law.
(c) At the Effective Time and without any further action on the part of
the Constituent Corporations, the Articles of Incorporation and the Bylaws of
the Surviving Corporation shall be amended to read in their entirety as the
Certificate of Incorporation and Bylaws of IAC, and all the property, real and
mixed, of each of the Constituent Corporations shall vest in the Surviving
Corporation without further act or deed.
2. CONVERSION OF SHARES
(a) At the Effective Time on the Effective Date, the outstanding shares
of capital stock of ITP shall be canceled or converted, as the case may be, by
virtue of the Merger and without any further action on the part of any holder
thereof as follows: (i) each share of Common Stock, $.01 par value per share, of
ITP (the "ITP Common Stock") shall be converted into 0.16 shares of Common
Stock, $.01 par value per share, of Centennial ("Centennial Shares"); and (ii)
each share of ITP Common Stock issued and held in the treasury of ITP shall be
canceled and retired; and
(b) At the Effective Time, each share of Common Stock, $.01 par value
per share, of IAC issued and outstanding immediately prior thereto shall be
converted into one (1) share of Common Stock, fully paid and nonassessable, of
the Surviving Corporation, which shall be owned by Centennial.
(c) No fractional Centennial Shares shall be issued in connection with
the Merger. The number of Centennial Shares to be received by holders of ITP
Common Stock shall be rounded up to the next whole number of Centennial Shares
if the fractional number of Centennial Shares to be received ends in a fraction
that equals five tenths (0.5) of a share or greater, and shall be rounded down
to the next whole number of Centennial Shares if the fractional number of
Centennial Shares to be received ends in a fraction that equals less than five
tenths (0.5) of a share.
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(d) As soon as reasonably practicable after the Effective Time, the
Surviving Corporation shall mail, or cause to be mailed, to each holder of
record of ITP Common Stock (i) notice that the Merger has been consummated and
instructions for effecting the surrender of their certificates that immediately
prior to the Effective Time represented outstanding shares of ITP Common Stock
("ITP Certificates") in exchange for certificates representing shares of
Centennial Shares and (ii) a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the ITP Certificates
shall pass, only upon delivery of the ITP Certificates to the Surviving
Corporation and shall be in such form and have such other provisions as the
Surviving Corporation may reasonably specify). Upon the surrender of an ITP
Certificate for cancellation to the Surviving Corporation, together with a
properly completed and duly executed letter of transmittal and such other
documents as may be reasonably requested, the holder of such ITP Certificate
shall be entitled to receive, and the Surviving Corporation shall promptly
deliver, in exchange therefor a certificate representing that number of whole
Centennial Shares which such holder has the right to receive in respect of the
ITP Certificate surrendered pursuant to the provisions of this Section 2 (after
taking into account all shares of ITP Common Stock then held by such holder),
and the ITP Certificate so surrendered shall forthwith be canceled. In the event
of a transfer of ownership of ITP Common Stock which is not registered in the
transfer records of ITP, a certificate representing the proper number of shares
of Centennial Shares may be issued to a transferee if the ITP Certificate
representing such ITP Common Stock is presented to the Surviving Corporation,
accompanied by all documents required to evidence and effect such transfer and
by evidence that any applicable stock transfer taxes have been paid.
(e) The parties intend to adopt this Agreement as a tax-free plan of
reorganization and to consummate the Merger as a merger in accordance with the
provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"). Centennial Shares issued in the Merger shall be issued solely in
exchange for the ITP Common Stock. No consideration that could constitute "other
property" within the meaning of Section 356(b) of the Code is being paid by
Centennial for the ITP Common Stock in the Merger. The parties shall not take a
position on any tax returns inconsistent with this subparagraph (e). Neither ITP
nor Centennial shall intentionally take or cause to be taken action which would
disqualify the Merger as a reorganization within the meaning of Section 368(a)
of the Code.
(f) ITP agrees that if, at any time after the Effective Time,
Centennial considers or is advised that any further deeds, assignments or
assurances are reasonably necessary or desirable to be obtained from ITP or its
officers or directors, to consummate the Merger or to carry out the purposes of
this Agreement at or after the Effective Time, then the parties and their
respective officers and directors shall execute and deliver all such proper
deeds,
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assignments and assurances and do all other things necessary or desirable to
consummate the Merger and to carry out the purposes of this Agreement, in the
name of ITP or otherwise.
3. MATTERS RELATED TO THE CENTENNIAL SHARES
(a) (i) The Shareholders understand that the Centennial Shares they
will receive under this Agreement are characterized as "restricted securities"
under the federal securities laws inasmuch as they are being acquired in a
transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Securities Act of 1933, as amended (the "Act") only in certain limited
circumstances. In this regard, the Shareholders represent that they are familiar
with Rule 144 promulgated under the Act, as such Rule is presently in effect,
and the resale limitations imposed thereby and by the Act.
(ii) It is understood that the certificates evidencing the
Centennial Shares to be transferred to the Shareholders under this Agreement may
bear one or all of the following legends or their substantial equivalent:
(A) "THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED UNLESS A REGISTRATION STATEMENT IS IN EFFECT WITH RESPECT TO SUCH
SECURITIES UNDER THE ACT OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED."
(B) Any legend required by state securities laws.
(b) (i) Centennial will prepare and file with the Securities and
Exchange Commission (the "Commission"), within ninety (90) days of the Closing
Date, a Registration Statement on Form S-3 (or such other Form as counsel to
Centennial shall deem appropriate) covering the Centennial Shares and such other
documents, including a prospectus, as may be necessary in the opinion of counsel
for Centennial in order to comply with the provisions of the Securities Act of
1933, as amended (the "Act"), and to maintain the effectiveness of such
registration statement for a period of not less than eighteen (18) months. The
expenses of such registration shall be borne by Centennial, with the exception
of underwriting or selling discounts and commissions and any fees and
disbursements of counsel to the Shareholders.
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(ii) Centennial will take all commercially reasonable action
which may be required in qualifying the Centennial Shares for offering and sale
under the securities or blue sky laws of such states as reasonably are requested
by the Shareholders, provided that Centennial shall not be obligated to register
the shares in any state or execute or file any general consent to service of
process or to qualify as a foreign corporation to do business under the laws of
any such jurisdiction.
(iii) Centennial's obligation under this Agreement shall be
conditioned upon a timely receipt by the Centennial in writing of information as
Centennial may reasonably require from each of the Shareholders, or any
underwriter for any of them, in connection with the preparation of a
registration statement filed pursuant to this Agreement, including any
post-effective amendment to such registration statement, and the sale of the
Centennial Shares by the Shareholders.
(iv) Centennial shall furnish each Shareholder desiring to
sell Centennial Shares such number of prospectuses as shall reasonably be
requested.
4. CLOSING
The Closing shall take place at the offices of X'Xxxxxx, Xxxxxx &
Xxxxxxx, in Waltham, Massachusetts, on the last to occur of (a) the date on
which the shareholders of ITP approve the Merger and (b) the date on which all
other conditions to the obligations of each party hereunder to effect the Merger
are satisfied or waived, but in no case not later than thirty (30) days after
the date hereof (the "Termination Date"). The date of the Closing is hereafter
referred to as the "Closing Date". All proceedings to be taken and all documents
to be executed and delivered by all parties at the Closing shall be deemed to
have been taken and executed simultaneously, and no proceedings shall be deemed
to have been taken nor any documents executed or delivered until all have been
taken, executed and delivered, including the execution and delivery of the
Agreements and Plans of Merger by and among (1) Centennial, Xxxxx.Xxx
Acquisition Corporation, Xxxxx.Xxx, Inc. ("Xxxxx.Xxx") and the shareholders of
Xxxxx.Xxx (the "Xxxxx.Xxx Agreement") and (2) Centennial, STP Acquisition
Corporation, Smart Traveler Plazas, Inc. ("STP") and the shareholders of STP
(the "STP Agreement").
5. ESCROW AGREEMENT
(a) Centennial shall retain ten percent (10%) of the Centennial Shares
to be paid to each of the Shareholders set forth on Schedule 5(a) hereto (the
"Warranting
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Shareholders") (the "Escrow Amount"), into escrow with X'Xxxxxx, Broude &
Xxxxxxx (the "Escrow Agent") pursuant to the terms of the escrow agreement in
substantially the form annexed hereto as Schedule 5 (the "Escrow Agreement").
The Escrow Amount shall be available to meet any indemnification claims made by
Centennial or the Surviving Corporation pursuant to Section 14 hereof during the
one (1) year period following the Closing Date, all in accordance with the
provisions of the Escrow Agreement.
(b) On the first anniversary of the Closing Date, the Escrow Agent
shall, pursuant to the provisions of the Escrow Agreement, release to the
Warranting Shareholders any portion of the Escrow Amount remaining in the escrow
account.
(c) All of the Escrow Agent's fees shall be paid by Centennial.
6. REPRESENTATIONS AND WARRANTIES OF ITP AND THE
WARRANTING SHAREHOLDERS
ITP and the Warranting Shareholders represent and warrant to Centennial
and IAC, upon which representations and warranties Centennial and IAC rely, and
which represen tations and warranties shall survive the Closing, as provided in
Section 19 of this Agreement, notwithstanding any investigation of the affairs
of ITP by Centennial or IAC, as follows:
(a) ITP is a corporation duly organized, validly existing and in good
standing under the laws of the State of Florida, and has full power and
authority to own its properties and carry on its business as it is now being
conducted and as presently proposed to be conducted. Except as set forth on
Schedule 6(a), ITP is not qualified, licensed or registered to do business in
any other state, nor by the location and nature of its business and activities
and the character of the properties owned by it, is it required to be so
qualified, licensed or registered. Its Certificate of Incorporation and all
amendments thereto to date, its Bylaws as amended to date, and its Minutes and
Stock Book, all of which have been delivered to Centennial for review prior to
execution of this Agreement, are full, complete and correct. The said Minutes
accurately and fully reflect all meetings, actions, proceedings and other
matters properly includable therein. Except as reflected in said Minutes, there
are no minutes of meetings or consents in lieu of meetings of the Board of
Directors or Shareholders of ITP.
(b) ITP has full power and authority (corporate and other) to execute
and deliver this Agreement and consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by the
Board of Directors of ITP, and no other
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corporate action or proceedings on the part of ITP are necessary to consummate
the transactions so contemplated. This Agreement has been duly and validly
executed and delivered by ITP and constitutes its valid and legally binding
obligation, enforceable against ITP in accordance with its terms, subject only
as to enforcement to general equitable principles and to bankruptcy, insolvency,
reorganization, moratorium, or similar laws of general application affecting the
rights and remedies of creditors. Except as set forth on Schedule 6(b), the
execution and delivery of this Agreement by ITP, the consummation by ITP of the
transactions contemplated hereby, and compliance by ITP with the terms and
provisions hereof will not violate any provision of the Certificate of
Incorporation or Bylaws of ITP in existence as of the Closing Date, will not
conflict with or result in a breach, default, or violation of any term of any
indebtedness, mortgage, indenture, contract, agreement, lease, license, permit,
judgment, decree, order, or injunction by which ITP or any of its properties are
or may be bound, or of any applicable statute, ordinance or regulation, and will
not result in the creation or imposition of any lien upon any of the properties
of ITP or upon the ITP Shares. Except for such consents as are obtained prior to
the Effective Time, no material consent, approval, order, or authorization of,
or registration, declaration, or filing with, any governmental authority or
third party is required in connection with the execution and delivery of this
Agreement by ITP or the consummation by ITP of the transactions contemplated
hereby.
(c) ITP has delivered to IAC (i) copies of ITP's federal income tax
returns as more fully identified on Schedule 6(c)(i) attached hereto and made
part hereof, for the periods set forth therein; and (ii) certain unaudited
financial statements more fully identified on Schedule 6(c)(ii) (the "Trial
Balance").
(d) As of November 27, 1996, ITP had no liabilities, commitments or
obligations of any kind whatsoever (whether accrued, absolute, contingent or
otherwise, and whether due or to become due) which were not reflected or
reserved against in its Trial Balance or in the Notes thereto of said date, or
which are not fully covered by policies of insurance validly in force, or
disclosed herein or in an exhibit hereto;
(e) Since November 27, 1996, except as described in Schedule 6(e)
attached hereto and made a part hereof, there has not been (and as of the
Closing Date, there will not have been) (i) any change in ITP's business,
properties, assets, financial condition, prospects, management or operations,
other than changes in the ordinary course of business, none of which has been
materially adverse; (ii) any damage, destruction or loss, whether or not covered
by insurance, materially and adversely affecting ITP's properties, business,
assets or financial position; (iii) any declaration or setting aside of any
dividend, or any direct or
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indirect redemption, purchase, or other acquisition of any of ITP's shares of
capital stock; (iv) any increase in the compensation payable or to become
payable by ITP to any of its officers, employees, or agents, or any bonus
payment or arrangement made to or with any of them; (v) any unresolved labor
controversy; (vi) any increase in any employee pension or retire ment plans or
other employee benefit plans; (vii) any waiver of any rights of material value
to ITP or cancellation or compromise of any debt; (viii) any transfer or grant
of any rights in ITP's patents, trademarks, trade names or copyrights; (ix) any
material modification, change or termination of any existing license, lease,
contract or other document referred to in this Agreement or any of the Schedules
hereto, or failure to renew or extend any material contract, except in the
ordinary course of business or as contemplated by this Agreement; (x) any
individual capital expenditure in excess of $10,000, or aggregate capital
expenditures in excess of $50,000, or any commitment therefor; (xi) any change
in any amounts due or to become due from ITP to any Shareholder or any affiliate
thereof; or (xii) any occurrence or circumstance which may be expected to result
in a material adverse change in or affecting the business or financial affairs
of ITP.
(f) ITP has good and marketable title to all of its properties and
assets, real, personal and mixed, including those reflected in its Trial Balance
of November 27, 1996, free and clear of any security interests, mortgages,
pledges, liens, encumbrances, restrictions, or charges, except for (i) those
described on Schedule 6(f) attached hereto and made part hereof, (ii) liens
shown on such Trial Balance as securing specified liabilities set forth therein,
with respect to which no material default exists (except for defaults cured
prior to the declaration of default thereon), and except for minor imperfections
of title and encumbrances, if any, which are not substantial in character,
amount, or extent, do not detract from the value of the properties subject
thereto, or interfere with the use of the properties for the purposes for which
they are presently used, or otherwise impair ITP's operations, and have arisen
only in the ordinary course of business.
(g) Other than as set forth on Schedule 6(g) attached hereto and made
part hereof, ITP presently has no existing leases, contracts, franchises or
commitments, or agreements to enter into any of the same, written or oral,
extending beyond the date of Closing. Copies of all written contracts or
commitments, and a memorandum describing each oral contract or commitment listed
on Schedule 6(g) or any other Schedule hereto, together with a copy or
description as aforesaid, of each contract which requires the payment by ITP of
a sum in excess of $10,000 in the aggregate, have been delivered to Centennial,
and are true, complete and correct in all respects. ITP has complied in all
material respects with all of the provisions of each such contract or
commitment, and of all other contracts and commitments to which it is a party,
and is not in default under any of them, except as described on
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Schedule 6(g). Each such contract or commitment will be available for the use
and benefit of the Surviving Corporation following the Closing Date, with no
material adverse effect resulting from the transactions contemplated by this
Agreement.
(h) There is attached to this Agreement, made part hereof and marked
Schedule 6(h), true and complete lists, as of the date of this Agreement,
setting forth:
(i) The names and residence addresses of all directors and
officers of ITP;
(ii) The names of all persons, if any, holding powers of
attorney from ITP, and a summary statement of the terms thereof;
(iii) A list setting forth the name and address of each bank
or other institution in which ITP has established an account for investment,
deposit, checking, savings or borrowing, or through which credit is extended, a
brief description thereof, and the names and titles of authorized signers and
limits, if any;
(iv) A list of all employees of ITP together with their Social
Security numbers; and
(v) A list of all employee benefits granted by ITP and the
names of those employees who have received such benefits.
At the request of Centennial, ITP shall furnish to Centennial further
information relating to the matters set forth in the above described lists, and
copies of any items included therein, as well as any and all other matters
relating to the operations of ITP.
(i) Except for those matters disclosed on Schedule 6(i) attached hereto
and made a part hereof, there is no action, suit, litigation, claim, order,
injunction, levy, attachment, administrative or governmental or
quasi-governmental investigation or proceeding pending or, to the knowledge of
ITP, threatened against or relating to ITP, its business, properties or
prospects or relating to this Agreement or the transactions contemplated hereby.
ITP is not a party to, or the subject of, any action, suit, litigation, claim,
administrative proceeding or governmental or quasi-governmental investigation
relating to ITP, its operations, properties or business, or material to the
transactions contemplated hereunder; nor, to the knowledge of ITP, is any such
action, suit, litigation, proceeding or investigation threatened or
contemplated.
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(j) None of the representations and warranties made by ITP or the
Warranting Shareholders contained in this Agreement, including all Schedules,
nor in any statement, document, certificate or memorandum furnished or to be
furnished by the ITP pursuant hereto, or in connection with the transactions
contemplated hereby, contains or will contain any untrue statement of material
fact; and none of such representations, warranties, statements, documents,
certificates or memoranda omits or will omit to state a material fact necessary
in order to make the statements contained herein or therein not misleading.
(k) (i) ITP has or will have duly filed all federal, state, local,
foreign and other tax returns, reports and declarations of estimated tax
required to be filed by it for all periods up to and including the Closing Date
(all such returns, reports and declarations being accurate and complete in all
respects) and has paid or established adequate reserves for the payments of all
federal, state, local or foreign taxes, assessments, deficiencies, levies,
imports, duties, license fees, registration fees, withholdings, or other similar
governmental charges, and any interest, penalties or additions to tax imposed
thereon (collectively the "Taxes") due or claimed to be due by any taxing
authority. The amounts set up as reserves for Taxes on the Trial Balance of ITP
as of November 27, 1996 are sufficient for the payment of all unpaid Taxes for
the period ended November 27, 1996, and for any year or period prior thereto,
and for which ITP may be liable in its own right or as a transferee of the
assets of or successor to any corporation, person, association, partnership,
joint venture or other entity. ITP will pay, or will establish adequate reserves
for the payment for all Taxes payable for the period from November 27, 1996, up
to and including the Closing Date.
(ii) ITP will not have any liability for Taxes in excess of
the amount paid or reserved for any periods prior to the Closing Date. All
amounts required to be withheld or collected by ITP for income taxes, social
security taxes, unemployment insurance and other employee withholding taxes have
been so withheld or collected, and either paid to the respective governmental
authority or set aside for such purpose or accrued and reserved against and
entered upon the books of ITP.
(iii) The federal income tax returns of ITP have not been
audited by the Internal Revenue Service or any other taxing authority. There is
no action, suit, proceeding, audit, investigation or claim pending or, to the
knowledge of ITP threatened, in respect of any Taxes for which ITP may become
liable, nor has any deficiency or claim for any Taxes been proposed or asserted.
No waiver of any statute of limitations with respect to any taxable year has
been executed by ITP; there is no agreement, waiver or consent providing for an
extension of time with respect to the assessment of any Taxes against ITP, and
no power of attorney granted by ITP with respect to any tax matters is currently
in force.
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(l) ITP has paid (and, as to any of the following which are payable
after the date of Closing and determinable as of November 27, 1996, ITP has
properly reserved against in accordance with generally accepted accounting
principles) all sales and use taxes, social security taxes, unemployment taxes,
ad valorem taxes, property taxes, excise taxes, duties and imposts, and all
other taxes of every kind, character or description imposed by any governmental
or quasi-governmental authority required to be paid by ITP for all periods prior
to the Closing Date. There are no outstanding notices of any deficiencies,
adjustments, changes in assessments or increases in tax rates with respect to
any such taxes. ITP has duly filed or caused to be filed all reports and returns
relating to or covering all such taxes and other charges, which are due or
required to be filed at or prior to the date hereof.
(m) ITP has a total of 2,993,701 shares of Common Stock issued and
outstanding of a total of 5,000,000 shares of Common Stock authorized. All
issued and outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable, with no personal liability
attaching to the ownership thereof, and no shares of Common Stock were issued in
violation of any preemptive rights. There are no other shares of capital stock
of ITP of any class authorized, issued or outstanding. Except as set forth on
Schedule 6(m), there are no outstanding stock options, warrants, calls,
agreements, or statutory or nonstatutory preemptive rights, or any other rights
whatsoever, to purchase or otherwise obtain or demand the issuance of any ITP
Shares of Common Stock, in favor of or held by any persons or entities
whatsoever. ITP has no treasury stock. Except as set forth on Schedule 6(m),
since January 1, 1994, there have been no issuances, transfers, repurchases or
other transactions involving the Common Stock or any other securities of ITP.
Schedule 6(m) also sets forth a complete list of the shareholders of ITP. Except
as set forth on Schedule 6(m), neither ITP nor any predecessor has ever
maintained or participated in any stock option or stock bonus plan.
(n) Except as set forth on Schedule 6(n), ITP is not, and on the
Closing Date will not be, indebted to the Shareholders or to any officer,
director or shareholder of ITP, or to any of their respective spouses and/or
children, in any amount whatsoever. ITP is not primarily or secondarily liable
in respect of any obligation of another person or party. ITP is not a party to
any agreement or arrangement whereby it engages in a transaction of any kind
with any affiliate except on terms and conditions no less favorable to ITP than
would be customary for such transactions between unaffiliated parties or upon
terms and conditions on which similar transactions with others could fairly be
expected to be entered into. All agreements and arrangements with any affiliate
are fairly and accurately described in Sche dule 6(n). For purposes of this
Section 6(n), "affiliate" shall mean any officer, director or
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shareholder of ITP or any person or entity controlled by such officers,
directors or shareholders.
(o) ITP has no subsidiaries, nor any investments in, nor ownership of
securities of, any business, enterprise, entity or organization, public or
private, except certificates of deposit, commercial paper and similar money
equivalents, all as described on its Trial Balance of November 27, 1996.
(p) Neither ITP nor any predecessor has ever maintained, participated
in or been obligated to contribute to, or has ever had any liability with
respect to, any Employee Pension Benefit Plan ("Plans") as such term is defined
in Section 3 of the Employment Retirement Income Security Act of 1974, as
amended ("ERISA"), any Employee Welfare Benefit Plan as such term is defined in
Section 3 of ERISA, any deferred compensation plan or any other similar employee
benefit plan. Neither ITP nor any predecessor has ever participated in, or been
obligated to contribute to, any Multi Employer Plan as such term is defined in
Section 3(37) of ERISA as amended by the Multi Employer Pension Plan Amendments
Act of 1980. ITP is not, nor has it ever been, a member of a "controlled group
of corporations" or an "affiliated service group", or a member under "common
control" of any member, as defined in Sections 414(b), (c) and (m) of the
Internal Revenue Code (the "Code").
(q) ITP has good title to, or valid leases or licenses for, insurable
at regular rates, all of its property and assets that are necessary for the
conduct of its business; and its equipment and real estate (whether owned or
leased) is in good order, condition and repair, and is in material conformity
(with respect to the leased property, to ITP's knowledge only)with all
applicable federal, state and local laws, regulations and ordinances (including
but not limited to environmental zoning), except as set forth in Schedule 6(q).
A list of all such equipment and real estate is contained on Schedule 6(q)
attached hereto and made a part hereof. ITP has complete and accurate written or
computer copies of the source code for all software which is under development
by or licensed to or by ITP.
(r) ITP has all material permits, licenses and governmental
authorizations required for the ownership of its business as it is currently
being operated, all of which will be available for the use and benefit of the
Surviving Corporation unaffected by the transac tions contemplated by this
Agreement. All of ITP's said permits, licenses and governmental authorizations
relating to the operations of ITP are currently in force, and are listed on
Schedule 6(r) attached hereto and made a part hereof.
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(s) Schedule 6(s) attached hereto and made a part hereof contains a
complete and correct list of all policies of insurance of every kind and nature
covering ITP, including without limitation, policies of life, fire, theft,
employee fidelity and other casualty and liability insurance, indicating the
insurer, the policy number, the type of coverage, the amount of coverage and the
expiration date of each policy. Such policies are and will be at Closing in full
force and effect, and will be unaffected by the transactions contemplated by
this Agreement. Complete and correct copies of each such policy have been made
available to Centennial prior to the execution of this Agreement.
(t) Except as set forth on Schedule 6(t), to ITP's knowledge, no
officer, director or shareholder of ITP has a direct or indirect interest of any
kind in any business entity which is competitive with or related to the business
of ITP. The provisions of this Section 6(t) shall not be construed to prevent or
preclude investments representing less than one percent (1%) of the ownership,
directly or indirectly, by an individual in a company or companies whose stock
is listed on a national securities exchange or actively traded on the
over-the-counter market.
(u) Schedule 6(u) hereto correctly sets forth a true and complete list
of all patents, trademarks, trade names, service marks, copyrights, licenses and
similar rights, and any applications in respect thereof, and inventions,
processes, trade secrets and formulae used by or useful to ITP in whole or in
part for the conduct of the business (collectively, the "Intellectual
Property"), all of which are owned by ITP free and clear of any and all
licenses, liens, claims, security interests, charges or encumbrances whatsoever,
except as set forth in said Schedule 6(u), and no licenses which are in effect
as of the date of this Agreement have been granted by ITP to any third parties.
ITP agrees to execute any and all documents, if any, necessary and sufficient to
transfer all its right, title and interest in and to any Intellectual Property
to Centennial. All such patents, trademarks, trade names, copyrights and similar
rights are valid and in good standing and do not infringe upon the rights of
third parties. The operation of the business of ITP does not infringe upon any
registered patent, trademark, trade name, copyright, license or other right,
invention, process, formula or trade secret, of any person. The present conduct
of ITP's business is not materially dependent upon any one or more patents,
trademarks, trade names, service marks, copyrights or licenses.
(v) Neither ITP, nor any director, officer, or shareholder of ITP, in
connection with the activities of ITP, has at any time, either directly or
indirectly, made illegal gifts, gratuities, or payments in any form, whether in
cash, goods or services, to any persons or entities whatsoever, in payment for,
or intended to encourage, or which resulted in or may
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have resulted in or had the effect of, obtaining or encouraging persons or
entities to become, or to continue to be, customers of ITP, or obtaining,
encouraging or extending any contractual relationship, written or oral, for any
of the same; nor, to ITP's knowledge, have any of the foregoing or any employee
of ITP while acting in their capacity as an employee, (i) entered into any
arrangement, written or oral, under or pursuant to which bribes, kickbacks,
rebates, payoffs or other forms of illegal or improper payments have been or
will be made, provided for or suffered, either directly or indirectly through
agents, brokers, distributors, dealers or other intermediaries; (ii) made any
illegal contribution of monies, services, or property to any political party,
candidate or elected official for any purpose; (iii) made any contributions,
payments or gifts to or for the private use of any governmental official,
employee or agent where either the payment or the purpose of such contribution,
payment or gift is illegal under the laws of the jurisdiction in which made;
(iv) established or maintained any unrecorded fund or asset for any purpose or
made any false or artificial entries on its books; or (v) made any payments to
any person with the intention or understanding that any part of such payment was
to be used for any purpose other than that described in the documents supporting
the payment.
(w) ITP is not:
(i) in material default in the performance, observance or
fulfillment of any obligation, covenant or condition contained in any evidence
of indebtedness or any agreement or instrument under or pursuant to which any
evidence of indebtedness has been issued, or any other agreement or instrument
to which it is a party or by which it or any of its properties are bound (each
such evidence of indebtedness, agreement or instrument being hereinafter
sometimes called a "Contractual Obligation"), and no event has occurred which
constitutes, or but for any requirement of giving of notice or passage of time
or both would constitute, an event of default by ITP under any Contractual
Obligation; or
(ii) in breach or violation of, or in material default under,
any of the terms, conditions or provisions of any law, or of any rule,
regulation, order, writ, injunction or decree of any court or government,
domestic or foreign, or any commission, bureau or administrative agency thereof,
or is in breach or violation of or default under any of the provisions of the
charter or Bylaws of ITP (each such term, condition and provision being
hereinafter sometimes called a "Requirement of Law"), except for such defaults,
breaches or violations of Contractual Obligations or Requirements of Law as do
not and will not have, individually or in the aggregate, any material adverse
effect on the business, operations, properties, prospects or condition,
financial and other, or results of operation of ITP.
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(x) None of the borrowings of ITP were incurred or used for the purpose
of purchasing or carrying any security which at the date of its acquisition was,
or any security which now is, margin stock or other margin security within the
meaning of Regulations G, T or X of the Board of Governors of the Federal
Reserve System, 12 C.F.R., parts 207, 220 and 224, as now in effect ("Margin
Rules"), or a "security that is publicly held," within the meaning of such
Regulation T, and ITP does not own any margin stock or other margin security, or
a "security that is publicly held" or have any present intention of acquiring
any margin stock or other margin security, or any "security that is publicly
held".
(y) Neither this Agreement nor any transaction contemplated hereby, is
or will be in violation of any export limitations established by the United
States Congress or the Executive Branch of the United States government.
(z) Except as set forth in Schedule 6(z) annexed hereto:
(i) To ITP's knowledge, there are not present in, on or under
the real estate which ITP owns, leases or at which it conducts any of its
operations (the "Real Estate") any Hazardous Substances (as hereinafter defined)
in such form or quantities as to create any liability or obligation for either
ITP, IAC or Centennial under any Environmental Laws (as hereinafter defined).
"Environmental Laws" means all federal, state, local, foreign or other statutes,
laws, regulations, ordinances, rules, orders, consent decrees, consent
judgments, judicial or administrative decisions, agreements or directives,
whether now existing or as hereafter promulgated, issued or enacted relating to:
(A) pollution or protection of the environment, including natural resources; (B)
exposure of any individual, including employees of ITP to any Hazardous
Substance or other products, materials or chemicals; (C) protection of human
health or welfare from the effects of products, by-products, wastes, emissions,
discharges or releases of chemical or other substances from industrial or
commercial activities; (D) regulation of the manufacture, use or introduction
into commerce of substances, including without limitation, use of or rights with
respect to their manufacture, formulation, packaging, labeling, distribution,
transportation, handling, storage and disposal; and (E) regulation generally of
the use of the environment, including, without limitation, ambient air, surface
water, ground water, and surface or subsurface strata, in each case, as amended
and as now or hereafter in effect. For purposes of this definition, the term
"Environmental Laws" shall include, without limitation, the following statutes:
(1) the Clean Air Act, as amended, 42 U.S.C. xx.xx. 7401 et seq.; (2) the
Federal Water Pollution Control Act, as amended, 33 U.S.C. xx.xx. 1251 et seq,;
(3) the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C.
xx.xx. 6901 et seq. ("RCRA"); (4) the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C.
-15-
xx.xx. 9601 et seq., as amended by the Superfund Amendments and Reauthorization
Act of 1986 ("CERCLA"); (5) the Toxic Substances Control Act, as amended, 15
U.S.C. xx.xx. 2601 et seq.; (6) the Occupational Safety and Health Act, as
amended, 29 U.S.C. ss.651; (7) the Emergency Planning and Community
Right-to-Know Act of 1986, 42 U.S.C. xx.xx. 801 et seq.; (8) the Mine Safety and
Health Act of 1977, as amended, 30 U.S.C. xx.xx. 801 et seq.; (9) the Safe
Drinking Water Act, 42 U.S.C. xx.xx. 3008 et seq.; and (10) all comparable
United States, state, local, and foreign laws, statutes, rules, regulations,
judgments, orders, decrees, stipulations or charges which have jurisdiction over
ITP, the Shareholders, any of their affiliates, or any of the Real Estate or
assets owned or leased by ITP. "Hazardous Substance" means: (A) any "hazardous
substance" as defined in CERCLA, 42 U.S.C. ss. 9601(14); (B) any "pollutant or
contaminant" as defined in CERCLA, 42 U.S.C. ss.9601(33); (C) any "hazardous
waste" as defined in RCRA, 42 U.S.C. ss. 6903(5); (D) any asbestos, dioxins,
polychlorinated biphenyls, uranium, radioactive isotopes and other nuclear
by-products, toxic substances or petroleum products, by-products, or
derivatives; (E) any substance, whether liquid, solid or gas that presents a
significant risk or an adverse or harmful effect upon human health, upon animals
or upon air, water, land, natural resources or any other aspects of the
environment; and (F) any other substance classified as hazardous, dangerous or
otherwise regulated under any Environmental Law.
(ii) To ITP's knowledge, no Hazardous Substances have ever
been stored, buried, spilled, leaked, discharged, emitted or released in, on or
under the Real Estate in such a way as to create any liability under applicable
common law or under any Environmental Law.
(iii) The Real Estate is not being used and, to ITP's
knowledge, never has been used in connection with the business of manufacturing,
storing, transporting, handling, disposing or treating Hazardous Substances.
(iv) ITP's business has in the past always been conducted in
accordance with all Environmental Laws; and all licenses, permits and other
authorizations required pursuant to any Environmental Law and necessary for the
lawful operation of the Businesses at the Real Estate, all of which are listed
on Schedule 6(z) are in ITP's possession and all such Permits are valid and in
full force and effect, no violations thereof have been experienced, noted or
recorded, and no proceeding is pending or threatened to revoke or limit any of
them. No permit required under any Environmental Law is scheduled to expire
prior to December 31, 1997 and, to ITP's best knowledge, there is no threat that
any such permit will be withdrawn, terminated, limited or materially changed.
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(v) There are not now, nor, to ITP's knowledge, have there
ever been in the past, any underground or aboveground storage tanks or other
containment facilities of any kind on the Real Estate which contain or ever did
contain any Hazardous Substances.
(vi) To ITP's knowledge, the Real Estate is not and never has
been listed on the National Priorities List, the Comprehensive Environmental
Response, Compensation and Liability Information System or any similar federal,
state or local list, schedule, log, inventory or database.
(vii) ITP has delivered to Centennial accurate copies of all
reports, authorizations, permits, licenses, disclosures and other documents
describing or relating in any way to the Real Estate or any other assets which
describe or mention the status of any of the Real Estate or any of the assets
with respect to any Environmental Law.
(viii) ITP has not transported or arranged for the
transportation (directly or indirectly) of any Hazardous Substance to any
location which is listed or proposed for listing under CERCLA or any other
similar Environmental Law, or which is the subject of federal, state, local or
foreign enforcement actions or other investigation which may lead to claims for
clean-up costs, remedial work, damages to natural resources or for personal
injury claims.
(ix) ITP has maintained all environmental and operating
documents and records substantially in the manner and for the time periods
required by any Environmental Laws, and there have been no environmental
investigations, administrative orders, consent orders, studies, audits, tests,
reviews or other analyses conducted by or which are in the possession of ITP in
relation to the Real Estate, and/or the assets which have not been delivered to
Centennial prior to the date hereof.
(aa) Wherever used in this Agreement with respect to any
representation, warranty, covenant or agreement of the Warranting Shareholders
or ITP, the terms "knowledge", "known" or any similar variation thereof shall be
deemed to include:
(i) all matters actually known to such party with respect to
the subject matter of such representation, warranty, covenant or agreement; and
(ii) all matters which should have been known to such party
with respect to the subject matter of such representation, warranty, covenant or
agreement if such party was acting in a manner in which a reasonably prudent
person would act in similar
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circumstances with respect to the subject matter of such representation,
warranty, covenant or agreement.
7. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders represent and warrant to Centennial and IAC, upon
which representations and warranties Centennial and IAC rely, and which
representations and warranties shall survive the Closing as provided in Section
19 of this Agreement, notwithstanding any investigation of the affairs of ITP by
Centennial or IAC, as follows:
(a) Each of the Shareholders has full power and authority (corporate
and other) to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed by each of the Shareholders and constitutes the valid and legally
binding obligation of each of them, enforceable against each of them in
accordance with its terms, subject only as to enforceability to general
equitable principles and to bankruptcy, insolvency, reorganization, moratorium,
or similar laws of general application affecting the rights and remedies of
creditors. Except for such consents as are obtained prior to the Effective Time,
no material consent, approval, order or authorization of, or registration,
declaration or filing with, any governmental authority or third party is
required in connection with the execution and delivery of this Agreement by the
Shareholders or the consummation by the Shareholders of the transactions
contemplated hereby.
(b) Each Shareholder who executes this Agreement thereby evidences his
agreement to vote in favor of the Merger at the shareholders' meeting to be held
prior to the Closing of this Agreement.
(c) Each Shareholder acknowledges receipt of the Centennial Filings as
described in Section 8(e) below. Each Shareholder represents that he (i) is an
"accredited investor" as defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended; or (ii) either individually or together with
his representatives and advisors, has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits and risks of
acquisition of the Centennial Shares and of making an informed investment
decision with respect thereto, and understands all risks of holding the
Centennial Shares for an indefinite period of time.
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8. REPRESENTATIONS AND WARRANTIES OF CENTENNIAL AND IAC
Centennial and IAC represent and warrant, jointly and severally, to the
Shareholders, upon which representations and warranties the Shareholders rely,
and which representations and warranties shall survive Closing, as follows:
(a) Each of Centennial and IAC is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has
full corporate power to enter into this Agreement and to consummate the
transactions contemplated hereby.
(b) The execution and delivery of this Agreement and the consummation
of the transactions contemplated and performance of its respective obligations
hereunder have been duly authorized by each of Centennial and IAC. This
Agreement has been duly executed and delivered by each of Centennial and IAC and
constitutes the valid, legally binding and enforceable obligation of each of
Centennial and IAC in accordance with its terms, subject as to enforceability to
general equitable principles and to bankruptcy, insolvency, reor ganization,
moratorium or similar laws of general application affecting the rights and
remedies of creditors.
(c) The execution and delivery of this Agreement and the consummation
by each of Centennial and IAC of the transactions contemplated by this Agreement
and the performance of their respective obligations hereunder will not:
(i) Result in any breach of, or constitute a default under the
Certificate of Incorporation or Bylaws of any of Centennial or IAC, or any
instrument, obligation, contract or agreement to which any of Centennial or IAC
is a party or by which either is bound; or
(ii) Violate any existing statute, order, writ, injunction or
decree of any court, administrative agency or governmental body.
(d) Neither Centennial nor IAC is a party to, or the subject of, any
action, suit, litigation, administrative proceeding or governmental or
quasi-governmental investigation material to the transactions contemplated
hereunder, nor, to the knowledge of Centennial or IAC, is any such action, suit,
litigation, proceeding or investigation threatened.
(e) Centennial has delivered to the Shareholders its Annual Report on
Form 10-K for its fiscal year ended June 30, 1996, its Annual Report to
Shareholders containing the
-19-
consolidated financial statements of Centennial and its subsidiaries for the
fiscal year ended June 30, 1996, accompanied by the reports thereon of Coopers &
Xxxxxxx LLP, independent public accountants, its proxy statement for the Annual
Meeting of Shareholders of Centennial, dated October 3, 1996, its Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 1996, its Current
Report on Form 8-K, dated July 24, 1996, as amended by Form 8-K/A Amendment No.
1, dated September 23, 1996, its Current Report on Form 8-K, dated October 17,
1996, and its Current Report on Form 8-K, dated November 20, 1996 (collectively,
the "Centennial Filings"). Since June 30, 1996, and except as specifically
contemplated by this Agreement or as disclosed or reflected in the Centennial
Filings as filed with the Securities and Exchange Commission prior to November
27, 1996 there has not been any material adverse change in the business,
financial condition or prospects of Centennial. The Form 10-K of Centennial for
the fiscal year ended June 30, 1996 does not contain any untrue statement of a
material fact or any omission to state a fact necessary to make any statement of
fact contained therein not misleading in any material respect.
(f) All Centennial Shares to be issued in accordance with this
Agreement will be, upon issuance, duly authorized, validly issued, fully paid
and non-assessable with no liability on the part of the holders thereof, except
as set forth in the Escrow Agreement described in Section 5 hereof.
9. NO ANNOUNCEMENTS
Unless approved in advance by Centennial or IAC, neither the
Shareholders nor ITP shall issue any press release or written statement for
general circulation relating to the transactions contemplated hereby, except as
required by law in the opinion of its counsel.
10. COVENANTS OF ITP
From the date herein to the Closing Date, ITP covenants and agrees:
(a) To conduct diligently its operations in the ordinary course of its
business and in material compliance with applicable law; and not to change any
of its operational, marketing, pricing or purchasing policies.
(b) To maintain, and to cause to be maintained, all insurance in force
in the name of ITP at the time of the signing of this Agreement on all of its
assets and its business opera tions, a descriptive list of which is contained in
Schedule 6(s).
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(c) To preserve its operations intact, and to maintain good business
relations with its clients, customers, suppliers and others having business or
professional dealings with it.
(d) To pay when due (or within any extension of time permitted by
applicable law) all taxes, charges, salaries, costs and expenses incurred by it
in its said activities, accruing through Closing and payable prior to the
Closing Date.
(e) Not to enter into any contract, commitment, sales commitment,
transaction or transactions, other than those in the ordinary course of its
business, involving or requiring the payment of a total of more than $10,000 as
to each individual contract or $100,000 in the aggregate, without the prior
written approval of Centennial in each case.
(f) Not to increase the salary, compensation or fringe benefits of any
of its employees, without the prior written approval of Centennial.
(g) Not to make any change in its Articles of Organization or Bylaws,
or its authorized or issued shares; nor declare, pay or make any dividend or
other distribution or payment in respect of its corporate shares nor redeem or
repurchase any such shares; nor issue or sell any shares of its Common Stock.
(h) Not to make any change affecting the bank accounts, credit,
borrowing or safe deposit arrangements referred to in this Agreement; nor sell,
mortgage, encumber or dispose of any of its property except as permitted under
the provisions of this Agreement or sales to customers in the ordinary course of
ITP's business.
(i) To maintain its books and records in accordance with the accounting
methods historically used by ITP, such that said books and records will fairly
and correctly reflect its income, expenses, assets and liabilities.
(j) Not to incur any obligation or liability (absolute or contingent)
except current obligations and liabilities incurred in the ordinary course of
business and as permitted pursuant to this Agreement.
(k) Not to make any investments other than in certificates of deposit
in federally insured banks, or U.S. Treasury instruments.
(l) Not to take any action which would cause any of the representations
and warranties made by it herein or by any Shareholder in connection herewith,
not to be true and
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correct in all respects on and as of the Closing Date with the same force and
effect as if such representations and warranties had been made on and as of the
Closing Date.
(m) During the period from the date of this Agreement to the Closing
Date, to give Centennial and IAC and their representatives reasonable access to
its offices, plants, records, files and books of account for the purpose of
becoming familiar with all matters relating to ITP's business, properties and
assets; provided, however, that such process shall be con ducted in a manner
that does not unreasonably interfere with the normal operations, and customer
and employee relationships of ITP. Management of ITP shall assist Centennial and
IAC in such process, and shall cause the legal counsel, accountants, agents,
employees and other representatives of ITP to be available to Centennial and IAC
for such purposes. During such process, Centennial and IAC shall have the right
to make copies of such records, files and other materials as they may deem
advisable. If for any reason, the Closing under this Agreement is not
consummated, Centennial, IAC and their representatives shall return promptly to
ITP and keep confidential all copies made by Centennial and IAC and their
representatives of material belonging to ITP.
(n) To maintain itself as a corporation in good standing under the laws
of the State of Florida, and prepare and file all necessary tax returns and
reports required by federal, state or municipal authorities, including tax
returns and reports for any tax liabilities, and maintain complete books and
records of all transactions.
(o) To use its diligent efforts to effect the consummation of the
transactions contemplated hereunder.
11. COVENANTS OF CENTENNIAL AND IAC
From the date herein to the Closing Date, Centennial and IAC covenant
and agree:
(a) Not to take any action which would cause any of the representations
and warranties made by Centennial and IAC herein not to be true and correct in
all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing Date.
(b) To use their diligent efforts to effect the consummation of the
transactions contemplated hereunder.
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12. CONDITIONS TO OBLIGATIONS OF CENTENNIAL AND IAC
The obligations of Centennial and IAC hereunder are subject to the
fulfillment of each of the following conditions on or prior to the Closing Date,
performance of any or all of which may be waived in writing by Centennial and
IAC:
(a) ITP shall take all action necessary in accordance with applicable
law and its Articles of Organization and Bylaws to obtain the approval, either
at a meeting called for such purpose or by written consent, of its shareholders
for the purpose of approving the Merger as soon as is reasonably practicable
hereafter. No more than eight percent (8%) of the Shareholders shall have
asserted appraisal rights under the applicable provisions of the Florida
Business Corporation Act. Centennial shall have received an opinion of counsel,
satisfactory in form and substance to it, that all applicable provisions of the
Florida Business Corporation Act with respect to mergers and rights of appraisal
have been satisfied and that the Merger is effective under the provisions of the
Florida Business Corporation Act.
(b) The representations and warranties of ITP and the Warranting
Shareholders contained in this Agreement shall be true and correct in all
material respects at the Closing Date as though such representations and
warranties were made at such time. ITP shall have performed and complied with
all agreements, covenants and conditions required by this Agreement to be
performed and complied with by it prior to or at the Closing Date. ITP shall
have delivered certified articles of incorporation of ITP issued by the
Secretary of the State of Florida dated as of a recent date; shall have
delivered Good Standing Certificates from the Secretary of each state in which
ITP is qualified to do business as a foreign corporation; and shall have
delivered a Certificate of ITP's President on behalf of ITP certifying to the
truth of such representations and warranties in all respects and such
performance or compliance.
(c) There shall not have been any material damage, destruction or loss
adversely affecting the assets of ITP or its financial condition.
(d) No action or proceeding shall have been instituted or threatened,
or claim or demand made, against the Shareholders, ITP, Centennial or IAC, or
any of them before any court or other governmental body, seeking to restrain or
prohibit, or to obtain damages with respect to, the consummation of the
transactions contemplated hereby, or which might materially affect the business
of ITP, which in the reasonable opinion of Centennial or IAC makes it
inadvisable to consummate such transactions.
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(e) All proceedings to be taken and all documents to be executed and
delivered by the Shareholders and ITP in connection with the consummation of the
transactions contemplated hereby and by the Xxxxx.Xxx Agreement and the STP
Agreement shall be reasonably satisfactory in form and substance to Centennial
and its counsel.
(f) The Employment Agreements described in Section 18 hereof shall have
been executed and any prior agreements between ITP and those persons identified
in Section 18 hereof shall have been terminated or performed in their entirety.
(g) Centennial shall have received assurances satisfactory to it from
its independent auditors that the transaction involving the business combination
of Centennial, IAC and ITP shall be accounted for as a "pooling-of-interests."
(h) Each holder of outstanding options to purchase shares of Common
Stock shall have agreed in writing, in form and substance satisfactory to
Centennial and its counsel, to exchange such options for options to purchase
shares of Centennial Shares on the same terms as provided for in the ITP
options, for a number of shares and at an exercise price derived from the rate
of exchange of ITP Shares for Centennial Shares as set forth on Schedule 12(h).
(i) ITP and each stockholder and employee of ITP shall have executed
documents satisfactory to Centennial conveying to Centennial all right, title
and interest in and to the Intellectual Property.
(j) The Warranting Shareholders shall have delivered the resignations
of all of the directors and officers of ITP, effective as of the Closing.
13. CONDITIONS TO OBLIGATIONS OF ITP AND THE SHAREHOLDERS
The obligations of ITP and the Shareholders hereunder are subject to
the fulfillment on or prior to the Closing Date of each of the following
conditions, performance of any or all of which may be waived in writing by ITP:
(a) Centennial's and IAC's representations and warranties contained in
this Agreement shall be true and correct in all material respects at Closing as
though such representations and warranties were made at such time. Centennial
and IAC shall have performed or complied with all agreements, covenants and
conditions required by this Agreement to be performed or complied with by
Centennial or IAC prior to or at Closing.
-24-
Centennial and IAC shall have delivered a Certificate of their respective
Presidents certifying to the truth of such representations and such performance
or compliance.
(b) No action or proceeding shall have been instituted or threatened or
claim or demand made against ITP, Centennial or IAC or any of them before any
court or other governmental body, seeking to restrain or prohibit or to obtain
substantial damages with respect to the consummation of the transactions
contemplated hereby.
(c) All proceedings to be taken and all documents to be executed and
delivered by Centennial or IAC in connection with the consummation of the
transactions contemplated hereby and by the Xxxxx.Xxx Agreement and the STP
Agreement shall be reasonably satis factory in form and substance to ITP and its
counsel.
14. PROVISIONS FOR INDEMNIFICATION
(a) The Warranting Shareholders, jointly and severally, agree to defend
and indemnify Centennial and IAC and save and hold each of them harmless from,
against, for and in respect of any and all damages, losses, obligations,
liabilities, claims, costs and expenses (collectively, "Liabilities") incident
to any suit, action, investigation, claim or proceeding, suffered, sustained,
incurred or required to be paid by Centennial, IAC, or the Surviving Corporation
by reason of:
(i) Any material misrepresentation or breach of warranty made
by ITP, the Warranting Shareholders or the Shareholders in or pursuant to this
Agreement or any Schedule hereto or in any certificate or document delivered
pursuant to this Agreement; or
(ii) Any failure by ITP, the Warranting Shareholders or the
Shareholders to observe or perform their respective covenants and agreements set
forth herein, which are to be performed on or prior to the Closing Date; or
(iii) Any claim, debt, liability or obligation or any alleged
claim, debt, liability or obligation of ITP to any party, incurred before the
Closing Date hereunder or arising from any matter or thing occurring before the
Closing Date hereunder, and which does not appear as a liability on ITP's Trial
Balance of November 27, 1996, except for (x) liabilities expressly disclosed in
this Agreement or any Schedule hereto (unless otherwise indicated herein or
therein) and (y) liabilities (other than Taxes) incurred between the date of
this Agreement and the Closing Date, the incurrence of which does not violate
the provisions of this Agreement; or
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(iv) Any Taxes of ITP, for all taxable periods up to and
including the Closing Date in excess of the accrual established for such
liabilities for such periods on the November 27, 1996 Balance Sheet, and all
actions, proceedings, demands, assessments, judgments, costs and expenses,
including reasonable attorneys' fees, incident to the foregoing.
(b) Centennial, IAC or the Surviving Corporation, if claiming a right
to indem nification under the provisions of this Section 14 (hereinafter, the
"Indemnitee"), shall give prompt written notice to the Warranting Shareholders
of each claim for indemnification here under, specifying the amount and nature
of the claim, and of any matter which, in the opinion of the claiming party, is
likely to give rise to an indemnification claim. The party against whom such
indemnity is sought to be recovered (hereinafter, the "Indemnitor") shall have
the right to undertake the defense of any such matter at Indemnitor's sole
expense and through legal counsel acceptable to Indemnitee, provided that
Indemnitor proceeds in good faith, expeditiously and diligently. Indemnitee
shall, at its option and expense, have the right to participate in any defense
undertaken by Indemnitor, with legal counsel of its own selection. No settlement
or compromise may be made by Indemnitor without the prior written consent of
Indemnitee unless (y) prior to such settlement or compromise Indemnitor
acknowledges in writing Indemnitor's obligation to pay in full the amount of the
settlement or compromise and all associated expenses and (z) Indemnitee is
furnished with security reasonably satisfactory to Indemnitee that Indemnitor
will in fact pay such amount and expenses.
(c) Indemnitor shall pay to Indemnitee the amount of claims that are
agreed upon between Indemnitor and Indemnitee for indemnification within fifteen
(15) days after the agreement with respect thereto (the "due date"). Any amounts
not paid by the Indemnitee when due under this Section 14(c) shall bear interest
from the due date thereof until the date paid at the lower of the prime rate of
interest as announced by Nations Bank, N.A. as its prime rate plus two percent
(2%) per annum or the highest rate allowed by law.
(d) The indemnification provided in this Section 14 shall survive the
Closing for a period of one (1) year.
(e) The Warranting Shareholders shall have no liability for
indemnification pursuant to this Section 14 until the total of all Liabilities
equals or exceeds $200,000, and then for the aggregate amount of such
Liabilities.
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(f) Any remedies of any party claiming indemnification hereunder shall
be cumulative and not exclusive. Specifically, but not by way of limitation, the
parties make no attempt to limit any claims based on common law fraud or other
similar remedies.
15. OPINION OF COUNSEL FOR ITP
ITP shall deliver to Centennial and IAC at Closing an opinion of
Xxxxxxxx Xxxxxxxxx, P.C., Counsel to ITP, dated as of the date of Closing,
addressed to Centennial and IAC substantially in the form of Exhibit 15 hereto.
16. OPINION OF COUNSEL FOR CENTENNIAL AND IAC
IAC shall deliver to the Shareholders at Closing an opinion of
X'Xxxxxx, Broude & Xxxxxxx, Counsel for Centennial and IAC, dated as of the
Closing Date, addressed to the Shareholders, substantially in the form of
Exhibit 16 hereto.
17. DISCLOSURE OF INFORMATION
(a) ITP recognizes and acknowledges that (i) all plans, systems,
methods, designs, procedures, books and records relating to its operations,
personnel and practices (whether instituted or commenced prior or subsequent to
the date herein), (ii) all other records, documents and information concerning
its business activities, practices, and procedures, and any name or style under
which it shall have been operated prior or shall operate subsequent hereto, and
(iii) any logo or other descriptive or illustrative form therein, as they may
have existed from time to time, constitute and will constitute valuable, special
and unique assets of ITP's business. ITP therefore covenants and agrees that it
will not, prior to the Effective Date, disclose any part therein which is
confidential, or use or permit to be used any such name, style, logo or form, to
or by any person, firm, corporation, association or other entity, for any reason
or purpose whatsoever, except in the ordinary course of ITP's business or as
required by this Agreement.
(b) ITP acknowledges that the restrictions contained in Section 17(a),
in view of the nature of the business in which it is engaged, are reasonable and
necessary in order to protect its legitimate interests, and that any violation
therein would result in irreparable injuries to ITP. ITP therefore acknowledges
that, in the event of a breach or threatened breach of the provisions of this
paragraph by ITP, Centennial and IAC shall be entitled to obtain from any court
of competent jurisdiction, preliminary and permanent injunctive relief
restraining ITP from disclosing any such records, documents or information or
using or
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permitting to be used any such name, style, logo or form, or from being employed
by or otherwise rendering any services to any person, firm, corporation,
association or other entity to whom such records, documents or information, in
whole or in part, have been disclosed or are threatened to be disclosed.
(c) Centennial and IAC recognize and acknowledge that during the course
of negotiations in connection with this Agreement, and in preparation for
Closing hereunder, ITP will have disclosed to Centennial and IAC certain plans,
systems, methods, designs, procedures, books and records relating to its
operations, personnel and practices, as well as records, documents and
information concerning its business activities, practices, and procedures, all
of which constitute and will constitute valuable, special and unique assets of
its business. Centennial and IAC therefore covenant and agree that if the
Closing is not consummated hereunder, all copies of such information will be
returned to ITP and neither Centennial nor IAC will ever at any time thereafter
use or disclose any part therein to any person, firm, corporation, association
or other entity, for any reason or purpose whatsoever, unless such information
was known to Centennial prior to such negotiations, is subsequently made public
by ITP or any third party, is subsequently disclosed to Centennial or IAC by any
third party having a right to do so, or is required to be disclosed by law.
(d) Centennial and IAC acknowledge that the restrictions contained in
subparagraph 17(c), in view of the nature of the business in which ITP is
engaged, are reasonable and necessary in order to protect the legitimate
interests of ITP, and that any violation therein would result in irreparable
injuries to ITP. Centennial and IAC therefore acknowledge that, in the event of
a breach or threatened breach of the provisions of this paragraph by Centennial
or IAC, ITP shall be entitled to obtain from any court of competent
jurisdiction, preliminary and permanent injunctive relief restraining Centennial
and/or IAC as the case may be from using or disclosing any such records,
documents or information to any person, firm, corporation, association or other
entity whatsoever.
(e) Nothing contained in this paragraph shall be construed as
prohibiting Centennial, IAC or ITP from pursuing any other remedies available to
either of them for any such breach or threatened breach of the provisions of
this Section 17, including recovery of damages and an equitable accounting of
all earnings, profits and other benefits arising from such violation.
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18. EMPLOYMENT AGREEMENTS
The Surviving Corporation agrees to enter into employment agreements
(the "Employment Agreements") with those employees designated on, and in
substantially the form annexed hereto as, Schedule 18. Any prior agreements
between ITP and such indivi duals shall be terminated or performed in their
entirety prior to the Closing Date.
19. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
The parties hereto agree that the representations and warranties
contained in this Agreement and the Schedules hereto, and in each certificate,
document or instrument delivered in connection herewith, shall survive the
execution and delivery of this Agreement and the Closing hereunder, for two (2)
years following the Closing Date, regardless of any investigation made by any of
the parties hereto.
20. FURTHER ASSURANCES
At or subsequent to the Closing, the Shareholders, ITP, Centennial and
IAC shall each, at the request of any of the others, furnish, execute and
deliver such documents, instruments, opinions of counsel, certificates, notices
and other such instruments and further assurances as counsel for the requesting
party shall reasonably require as necessary or desirable to effect complete
consummation of this Agreement and any of the transactions contemplated hereby,
or in connection with the preparation and filing of reports required or
requested by governmental agencies, stock exchanges or other regulatory bodies.
21. NOTICES
All notices which are or may be required to be given by any party to
any other party in connection with this Agreement and the transactions
contemplated hereby shall be in writing, and shall be deemed to have been
properly given if and when delivered personally or sent by certified mail,
return receipt requested, postage prepaid, addressed as follows:
To ITP: Intelligent Truck Project, Inc.
000 Xxxxx Xxxxx Xxxx, #000
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxxxxx, President
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To the Shareholders: At their respective addresses
set forth at the foot of this Agreement.
To Centennial: Centennial Technologies, Inc.
00 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxx, Esquire
To IAC: ITP Acquisition Corporation
00 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxx, Esquire
In each case, with X'Xxxxxx, Broude & Xxxxxxx
copies to each of 000 Xxxxxx Xxxxxx
the other parties Suite 2300
to this Agreement Xxxxxxx, Xxxxxxxxxxxxx 00000
and to: Attn: Xxxx X. Xxxxxx, Esquire
Xxxxxxxx Xxxxxxxxx, P.C.
20th Floor
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attn: Xxxxx Xxxxxx, Esquire
or to such place or places or persons as any party may from time to time
designate by written notice to the other parties, given in the manner aforesaid.
22. BROKER
Except as set forth on Schedule 22 hereto, each party warrants and
represents that no broker's or finder's fee, commission or other payment is due
or payable from or by ITP, the Shareholders, Centennial or IAC or any of them;
nor has any such other fee or commission been earned by any third party on
behalf of any of the foregoing in connection with the nego tiation and execution
of this Agreement or in any other manner affecting or involving the negotiation
or execution of this Agreement, or the consummation of any transaction contem
plated hereby. Each party agrees to indemnify and save the others harmless from
and against
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any and all claims or demands for broker's or finder's fees or commissions from
any person or persons whatsoever based on any arrangement made by such party.
23. EXPENSES
Whether or not the transactions contemplated hereby are consummated,
each party hereto shall pay its own expenses, it being understood that ITP shall
pay the fees of Xxxxxxxx Ingersoll, PC, related to Xxxxxxxx Xxxxxxxxx, PC's
representation of ITP in connection with the negotiation, authorization,
preparation, execution and performance of this Agreement, including, without
limitation, all fees and expenses of investment banking firms, agents,
representatives, counsel and accountants.
24. ENTIRE AGREEMENT
This Agreement and the Schedules hereto set forth the entire Agreement
and understanding of the parties, and there are no other prior or
contemporaneous written or oral agreements, undertakings, promises, warranties
or covenants not specifically referred to or contained herein or attached
hereto. This Agreement may be amended, modified or terminated only by a written
instrument signed by the parties hereto.
25. BINDING EFFECT
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, their and each of their respective heirs, executors,
administrators, successors and permitted assigns, but may not be assigned by any
party without the prior written consent of the other parties; except that
Centennial or IAC may assign its rights hereunder to any affiliate of Centennial
or IAC, provided that Centennial shall remain obligated to the Shareholders with
respect to its obligations under this Agreement.
26. HEADINGS
The headings of the various paragraphs of this Agreement are inserted
merely for the purpose of convenience and do not expressly or by implication
limit, define or extend the specific terms or text of the paragraph so
designated.
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27. LAW GOVERNING
This Agreement shall be governed in all respects, whether as to
validity, construction, capacity, performance or otherwise, by the laws of the
Commonwealth of Massachusetts in which it has been executed and in which it has
a situs. If any provision of this Agreement shall be held invalid by a court
with jurisdiction over the parties to this Agreement, then and in that event
such provision shall be deleted from the Agreement, which shall then be
construed to give effect to the remaining provisions thereof. The Warranting
Shareholders and ITP each consent to the jurisdiction of the courts of the
Commonwealth of Massachusetts, and any federal court located therein, and to the
appropriateness of the venue of such courts, in connection with any dispute
which may arise pursuant to this Agreement or is related to the transactions
contemplated hereby.
28. COUNTERPARTS
This Agreement may be executed in one or more counterparts, all of
which taken together shall be considered one Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers, all on the day and year
first above written.
CENTENNIAL TECHNOLOGIES, INC.
By:___________________________
Attest: ________________________
ITP ACQUISITION CORPORATION
By:___________________________
Attest:________________________
INTELLIGENT TRUCK PROJECT, INC.
By:___________________________
Attest:________________________
THE SHAREHOLDERS OF ITP
______________________________
Xxxxx Xxxxxxxxx
00000 XX 0xx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxx 00000
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__________________________________
Parasoft Computing Solutions, Inc.
0000 Xxxx Xxxx Xxxx
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000
__________________________________
Xxxxxx Xxxxxxxxx
X.X. Xxx 00000
Xxxxxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxx Xxxxxxxx
0000 X.X. 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
__________________________________
Xxxxx Brisbane
00000 Xxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxxx Xxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
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__________________________________
Xxxxx Xxxxxx
000 0xx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
__________________________________
Xxxxxxx Xxxx
0000 Xxxxxxxxx Xxxxxx, #000
Xxx Xxxxx, Xxxxxxxx 00000
__________________________________
Xxxx XxXxxxx
000 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxxx X. Xxxxxxx
000 Xxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxx X. Font
0000 XX 00xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
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__________________________________
Xxxxxxxxx Xxxx
000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
__________________________________
Jan Xxxxx Xxxxxx
0000 XX 00xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxxxx Xxxxxx
00000 Xxxxx Xxxxxxx Xxxx., Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxxx X. Xxxxxx
000 XX 0xx Xxxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxx Xxxxxx
000 XX 00xx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
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__________________________________
Xxxx Xxx Xxxxxxxxx
00000 XX 0xx Xxxxxx
Xxxxxxxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxxxx Leader
00 Xxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
__________________________________
Xxxxx X. Xxxxxxxxx
000 Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxx XxXxxxxxxx
00000 Xxxxxxx Xxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxx XxXxxxxx
0000 XX 0xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
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__________________________________
Xxxxxxx X. Xxxxxx
00000 XX 00xx Xxxxx
Xxxxxxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxx X. Mon
0000 XX 00xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxxx X. Xxxxxx
0000 XX 00xx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxx Xxxx
0000 XX Xxxxx Xxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
__________________________________
Xxxxxx Xxxxxxxxxx
0000 XX 00xx Xxxxxxx
Xxxxx Xxxxxxx, Xxxxxxx 00000
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__________________________________
Xxxxxx Xxxx
0000 Xxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxxx Xxxxxxxx
940 Bearitz
Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxx Xxxxxx
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
C. Xxxxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxx X. Xxxxxx
00000 Xxxxx 000 Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
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__________________________________
Xxxxxx Xxxxxxx
0000 XX 0xx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxx Xxxxxxx
0000 XX 00xx Xxxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxx Xxxxx
0000 X. Xxxxxx Xxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxxx X. Xxxxx
00000 Xxxxxxx Xxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxx Xxxxxxxx
00000-X Xxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
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__________________________________
Xxxxxxx X. Xxxxxxxxx
00000 Xxxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxxx Xxx
0000 XX 00xx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxx Xxx
0000 XX 00xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
__________________________________
Xxxx X. Xxxx
0000 Xxxx Xxxxxx
Xxxxx Xxxxxxx, Xxxxxxx 00000
__________________________________
Xxxxx Xxxxxxx
000 XX 00xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
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