STOCK-FOR-STOCK AGREEMENT
REORGANIZAIION AGREEMENT between Cipher Voice, Inc., a Nevada
corporation (hereinafter referred to as "Cipher'), and shareholders of Galaxy
Mall Inc., a Wyoming corporation (hereinafter referred to as "Galaxy").
For the Acquisition by Cipher of all the outstanding stock of Galaxy, in
exhange for stock of Cipher.
AGREEMENT, dated as of this 4th day of December, 1996, between Cipher
and all of the Shareholders of Galaxy (hereinafter collectively referred to as
the "Galaxy Shareholders").
WHEREAS, the Galaxy Shareholders own 440 shares of common stock, $0.01,
par value per share, of Galaxy, and which constitutes all of the outstanding
common stock of Galaxy, for a total of issued and outstanding shares of common
stock of Galaxy.
WHEREAS, the Galaxy Shareholders own and have the right to sell,
transfer and exchange all of the shares of Galaxy for the purchase of the
capital stock of Cipher. Cipher hereby offers 3,600,000 post reverse (one for
seven reverse) shares of its restricted common stock to the Galaxy
Shareholders for all of the outstanding common stock Galaxy. The Galaxy
Shareholders wish to make said exchange.
WHEREAS, the parties hereto intend that the securities exchange
described herein between Cipher and the Shareholders of Galaxy will be tax
free in accordance with provisions of Section 3 68(a)(1)(B) of the Internal
Revenue Code.
NOW THEREFORE, in consideration ofthe premises and of the mutual
covenants hereinafter set forth, the parties hereto have agreed and by these
presents do hereby agree as follows.
1. Exchange of Securities. Subject to the terms and conditions
hereinafter set forth, at the time of the closing referred to in Section 6
hereof (the "Closing Date), Cipher will issue and deliver, or cause to be
issued and delivered to the Galaxy Shareholders, in exchange for all of the
issued and outstanding shares of Galaxy, 3,600,000 share of its common stock.
The shares of Cipher will be allocated as set forth in Schedule I attached
hereto. The shares of Galaxy Shareholders will be exchanged for shares in
Cipher on a 1 for 8181.1818 basis.
2. Representation and Warranties by Galaxy Shareholders. Galaxy and
Galaxy Shareholders each represent and warrant to Cipher, all of which
representations and warranties shall be true at the time closing, and shall
survive the closing for a period of six (6) months from the date of closing.
(a) Galaxy is a corporation duly organized and validly existing and
in good standing under the laws of the State of Wyoming and has the
corporate powers to own its property and carry on its business as and
where it is now being conducted. Copies of the Incorporation and the By-
Laws of Galaxy, which have heretofore been, furnished by Galaxy
Shareholders to Cipher, are true and correct copies of said Certificate
of Incorporation and By-Laws including all amendments to the date hereof
(b) The authorized capital stock of Galaxy consists of 1,000 shares of
common stock $.01 par value ("Common Stock of Galaxy"), of which 440 shares
have been validly issued and are now outstanding.
(c) Galaxy Shareholders have full power to exchange the shares to
purchase the capital stock of Cipher on behalf of themselves upon the
terms provided for in this Agreement, and said shares have been duly and
validly issued and are free and clear of any lien or other encumbrance.
(d) From the date hereof and until the date of closing no dividends
or distributions of capital surplus, or profits shall be paid or declared
by Galaxy in redemption of their outstanding shares or otherwise and except
as described herein, no additional shares shall be issued by said corporation
(e) Since the date hereof and until the date of Closing, Galaxy will
not engage in any transaction other than transactions in the normal course
of the operations of their business, except as specifically authorized by
Cipher in writing.
(f) Galaxy is not involved in any pending or threatened Litigation
which would materially affect its financial condition disclosed to Cipher
in writing.
(g) Galaxy has and will have on the Closing Date, good and marketable
title to all of its property and assets shown on Schedule II attached
hereto, free and clear of any and all liens or encumbrances or
restrictions, except as shown on Schedule II, attached hereto and except
for taxes and assessments due and payable after the Closing Date and
easements or minor restrictions with respect to its property which do not
materially affect present use of such property.
(h) (1) The inventories of Galaxy as reflected in Schedule II
furnished by Galaxy Shareholders to Cipher prior to the execution hereof are
valued at book value.
(2) The inventory of Galaxy listed on the schedule referred
to in (h)(1) above is hereinafter collectively referred to as the
"Inventory." The Inventory is in good and usable condition.
(i) As of the date hereof, there are no accounts receivable of Galaxy of
a material nature, except for those accounts receivable set forth in
Schedule II attached hereto.
(j) Galaxy does not now have, nor will it have on the Closing Date, any
long-term contracts ("long-term") being defined as more than one year) except
those set forth in Schedule II attached hereto.
(k) Galaxy does not now have, nor will it have on the closing Date
any pension plan, profit-sharing plan, or stock purchase plan for any of
its employees except those set forth in Schedule III attached hereto and
certain options to proposed executive officers.
(l) Galaxy does not now have, nor will it have on the Closing Date,
known liabilities or contingent liabilities other than those attached
hereto as Schedule III except in the ordinary course of business or in
connection with its proposed private offering.
(m) If Galaxy incurs any material liability or obligation, direct or
contingent, or if there has been any material adverse change in the financial
position or results or operation of Galaxy, prior to the Closing date,
then Galaxy shall promptly notify Cipher of any such event.
3. Representations and Warranties by Cipher. Cipher represents and warrants
to the Galaxy Shareholders all of which representations and warranties shall
be true at the time of closing and thereafter, and shall survive the closing
for a period of six (6) months from the date of closing, as follows:
(a) Cipher is a corporation duly organized and validly existing and
in good standing under the laws of the State of Nevada and has the
corporate power to own its properties and carry on its business as now
being conducted and has authorized Capital Stock consisting of25,000,000
shares of common stock, $.001 par value per share, of which there are
2,441,714 shares presently outstanding.
(b) Cipher has the corporate power to execute and perform the Agreement
and to deliver the stock required to be delivered to Galaxy Shareholders
hereunder.
(c) The execution and delivery of this Agreement and the issuance
of the stock required to be delivered hereunder have been duly authorized
by all necessary corporate actions, and neither the execution nor delivery
of this Agreement, nor the issuance of the stock nor the performance,
observance or compliance with the terms and provisions of this Agreement
will violate any provision of law, any order of any court or other
governmental agency, the Certificate of Incorporation or By-Laws of Cipher
or any indenture, agreement or other instrument to which Cipher is a
party, or by which Cipher is bound, or by which any of its property is
bound.
(d) The shares of Common Stock of Cipher deliverable pursuant hereto
will on delivery in accordance with the terms hereof be duly authorized,
validly issued, and fully paid, and non-assessable.
(e) Cipher is not involved in any pending or threatened lifigation
which would materially affect its financial condition other than that
disclosed in Schedule IV attached hereto.
(f) Cipher has and will have on the Closing Date, good and marketable
title to all of its property and assets, free and clear of any and all
liens or encumbrances or restrictions, except as disclosed in writing to
Galaxy, and except for taxes and assessments due and payable after the
Closing Date and easements or minor restrictions with respect to its
property which do not materially affect present use of such property.
(g) Cipher does not now have, nor will it have on the Closing Date,
any long-term contracts, accounts receivable, any pension plan, profit-sharing
plan, or stock purchase plan for any of its employees, known liabilities or
contingent liabilities other than those disclosed in writing in Schedule
V attached hereto.
(h) If Cipher incurs any material liability or obligation, direct or
contingent, or if there has been any material adverse change in the financial
position or results or operation of Cipher, then Cipher shall promptly
notify Galaxy of any such event.
4. Conditions to the Obligations of Cipher. The obligations of Cipher
hereunder shall be subject to the conditions that:
(a) Cipher shall not have discovered any material error mis-statement
in any of the representations and warranties by Galaxy Shareholders herein,
and all the terms and conditions of the Agreement to be performed and
complied with shall have been performed and complied with.
(b) There shall have been no substantial adverse changes in the
conditions, financial, business otherwise of Galaxy from the date of this
Agreement, and until the date of closing except for changes resulting from
those operations in the usual and ordinary course of business, and between
such dates the business and assets of Galaxy shall not have been materially
adversely affected as the result of any fire, explosion, earthquake, flood,
accident, strike, lockout, combination of workmen, taking over of any such
assets by any governmental authorities, riot, activities of armed forces,
or acts of God or of the public enemies.
(c) Cipher shall upon request and at the time of closing receive an
opinion of counsel to the effect that: (1) Galaxy is duly organized and
validly existing under the laws of the State ofWyoming and has the power and
authority to own its properties and to carry on its respective business
wherever the same shall be located and operated as of the Closing
Date, and (2) this Agreement has been duly executed and delivered by Galaxy
Shareholders and constitutes a legal, valid and binding obligation of the
Galaxy Shareholders enforceable in accordance with its terms.
(d) Galaxy does not now have, nor will it have on the date of
closing, any liabilities or contingent liabilities, except as
specifically set forth on Schedule II attached hereto.
(e) Counsel for Cipher, Max C. Tanncr, Esquire, shall provide an
opinion to be delivered at the Closing Date to the effect that: (1) Cipher
is a Nevada corporation, validly existing and in good standing with
respect to its corporate character, (2) that Cipher is not under
investigation by the SEC, the NASD or any state securities commission; (3)
that there are no known securities violations (4) all shares issued by Cipher
have been validly issued in accordance with Nevada or Federal law, are
fully paid and non-assessable; and (5) there are on outstanding options,
rigths, warrants, conversion privileges or other agreements which would
require issuance of additional shares.
5. Condifions to the Obligations of Galaxy Shareholders. The obligations of
the Galaxy Shareholders hereunder are subject to the conditions that:
(a) Galaxy Shareholders shall not have discovered any material error
or misstatement in any of the representations and warranties made by Cipher
herein and all the terms and conditions of the Agreement to be performed
and complied with by Cipher shall have been performed and complied with.
(b) The Galaxy Shareholders shall upon request, at the time of
closing, receive an opinion of counsel to the effect that: (1) Cipher is
a corporation duly organized and validly existing under the laws of the
State of Nevada, and has the power to own and operate its properties
wherever the same shall be located as of the Closing Date; (2) the execution,
Delivery and performance of the Agreement by Cipher has been duly
authorized by all necessary corporate action and constitutes a legal,
valid and binding obligation of Cipher enforceable in accordance, with its
terms; (3) the securities to be delivered to Galaxy Stockholders pursuant
to the term of the Agreement has been validly issued, is fully paid and
non-assessable; and, (4) the exchange of the securities herein
contemplated does not require the registration of the Cipher securities
pursuant to any Federal law dealing with issuance, sale transfer, and/or
exchange of corporate securities.
6. Closing Date. The closing shall take place on or before November 30,
1996, or as soon thereafter as is practicable, at the Law Offices of Xxx X.
Xxxxxx, 0000 Xxxx Xxxxxxxx Xxxx, Xxxxx X, Xxx Xxxxx, Xxxxxx 00000, or at such
other time and place as the parties hereto shall agree upon.
7. Actions at The Closing. At the Closing, Cipher and Galaxy Shareholders
will each deliver, or cause to be delivered to the other, the securities to be
exchanged in accordance with Section I of this Agreement and each party shall
pay any and all Federal and State taxes required to be paid in connection with
the issuance and the delivery of their own securities. All stock certificates
shall be in the name of the party to which the same are deliverable.
8. Conduct of Business, Board of Directors, etc. Between the date hereof
and the Closing Date, Galaxy will conduct its business in the same manner in
which it has heretofore been conducted and the Galaxy Shareholders will not
permit Galaxy to: (1) enter into any contract etc., other than in the ordinary
course of business; or (2) declare or make any distribution of any kind to the
stockholders of Galaxy, without first obtaining the written consent of Cipher.
Upon closing, the old officers and members of the board of directors of
Cipher will tender their resignations and a new Board of Directors will be
elected by the shareholders of Cipher, which shall consist of the following
individuals.
Xxxx X. Xxxxxxx
X. Xxxxxx Xxxxxxx
Upon election of the above Board of Directors, and subject to the
authority of the Board of Directors as provided by law and the By-Laws of
Cipher, the new officers of Cipher, after the closing date of this Agreement
shall be as follows:
X. Xxxxxx Cralitz President and Chief Executive Officer
Xxxxxxx X. Xxxxx Secretary & Treasurer
9. Access to the Properties and Books of Galaxy. The Galaxy Shareholders
hereby grant to Cipher through their duly authorized representatives and
during normal business hours between the date hereof and the Closing Date the
right of full and complete access to the properties of Galaxy and the
opportunity to examine their books and records.
10. Indemnification
(a) Indemnification of Cipher. Galaxy agrees to indemnify, defend and
hold harmless Cipher, its shareholders, directors, officers, employees and
agents (the "Indemnitees"), from and against any losses, claims, damages or
liabilities, joint or several, including costs and reasonable attorneys fees
incurred in the investigation and defense of such claim to which any
Indemnitee becomes subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof), arise out of or are based,
directly or indirectly, upon (i) any untrue statement of any material fact
contained in this Agreement or in any documents or written material
furnished by Galaxy to Cipher, (ii) the omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, (iii) any willful violation by Galaxy in connection with
the transactions contemplated herein of any applicable state or federal law
or any rule or regulation thereunder, or (iv) any breach by Galaxy of any
of its representations, warranties, covenants or agreements in this
Agreement. In addition, Galaxy agrees to reimburse each Indemnitee for any
legal or other expenses reasonably incurred by such Indemnitee in
connection with investigating or defending any such loss, claim. damage,
liability or action.
(b) Indemnification of Galaxy. Cipher agrees to indemnify, defend and
hold harmless Galaxy, its shareholders, directors, offices, employees and
agents (the "Galaxy Indemnitees"), from and against any losses, claims,
damages or liabilities, joint or several, including costs and reasonable
attorneys fees incurred in the investigation and defense of such claims to
which any Galaxy Indemnitee becomes subject, in so far as such losses,
claims, damages or liabilities (or actions in respect thereof), arise out of
or are based, directly or indirectly, upon (i) any untrue statement of any
material fact contained in this Agreement or in any documents or written
material fiunished by Cipher to Galaxy, (ii) the omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein, in light of the cicumstances under which they were made
not misleading, (iii) any willful violation by Cipher in connection with the
transactions contemplated herein of any applicable state or federal law or any
rule or regulation thereunder, or (iv) any breach by Cipher of any of its
representations, warranties, covenants or agreements in this Agreement.
In addition, Cipher agrees to reimburse each Galaxy Indemnitee for any legal
or other expenses reasonably incured by such Galaxy Indemnitee in connection
with investigating or defending any such loss, claim, damage, liability or
action.
11. Miscellaneous
(a) This Agreement shall be controlled, construed and enforced in
accordance with the laws of the State Of Nevada.
(b) Each of the Constituent Corporations shall bear and pay all costs
and expenses incurred by it or on its behalf in connection with the
consummation of this Agreement, including, without limiting the generality of
the foregoing, fees and expenses of financial consultants, accountants and
counsel and the cost of any documentary stamps, sales and excise taxes which
may be imposed upon or be payable in respect to the transaction.
(c) At any time before or after the approval and adoption by the
respective stockholders of the Constituent Corporations, if required, this
Reorganization Agreement may be amended or supplemented by additional written
agreements, as may be determined in the judgment of the respective Boards of
Directors of the Constituent Corporations to be necessary, desirable or
expedient to further the purpose of this Reorganization Agreement, to clarify
the intention of the duties, to add to or to modify the covenants, terms or
conditions contained herein or otherwise to effectuate or facilitate the
consummation of the transaction contemplated hereby. Any written agreement
referred to in this paragraph shall be validly and sufficiently authorized for
the purposes of this Reorganization Agreement if signed on behalf of Galaxy or
Cipher as the case may be, by its Chairman of the Board, or its President
(d) This Reorganization Agreement may be executed in any number of
counterparts and each counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
Reorganization Agreement.
(e) This Agreement shall be binding upon and shall inure to the benefit
of the heirs, executors, administrators and assigns of the Galaxy Shareholders
and upon the successors and assigns of Cipher.
(f) All notices, requests, instructions or other documents to be
given hereunder shall be in writing and sent by registered mail:
If to Galaxy Shareholders, then: 0000 X. Xxxxxx Xxxx
Xxxxx, XX 00000
If to Cipher, then: 0000 Xxxx Xxxxxx, Xxxxx X00
Xxx Xxxxx, XX 00000
The foregoing Reorganization Agreement, having been duly approved or
adopted by the Board of Directors, and duly approved or adopted by the
stockholders of the constituent corporation, as required, in the manner
provided by the laws of the States of Nevada, and Wyoming, the Chairman of the
Board, the President and the Secretary of said corporations, and the
Shareholders of Galaxy do now execute this Reorganization Agreernent under the
respective seals of said corporation by the authority of the directors and
stockholders of each, as required, as the act, deed and agreement of each of
said corporations. This Stock-For-Stock Agreement may be signed in two or more
counterparts.
CIPHER VOICE INC.
BY:/S/Xxxxx X. Xxxx
Xxxxx X. Xxxx, President
GALAXY MALL, INC.
By:/S/X. Xxxxxx Xxxxxxx
X. Xxxxxx Xxxxxxx, President
Acknowledgment of Execution of Agreement
By Officer of
Cipher Voice, Inc.
STATE OF UTAH
COUNTY OF UTAH
BE IT REMEMBERED that on this 4th day of December, 1996, personally came
before me, a Notary Pubtic in and for jurisdiction aforesaid, Xxxxx X. Xxxx,
President of Cipher Voice, Inc., a Nevada corporation, and one of the
corporations described in and which executed the foregoing Agreement of
Reorganization, known to me personally to be such, and he, the said, Xxxxx X.
Xxxx, as such President, duly executed said Agreement of Reorganization before
me and acknowledged said Agreement of Reorganization are in the handwritting
of said President of Cipher Voice, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/S/Xxxxxxx Xxxxxxxx
Notary Public
XXXXXXX XXXXXXXX
NOTARY PUBLIC STATE OF UTAH
FIRST SECURITY
0000 X XXXXXXXXXX
XXXXX XXXX 000000
COMM: EXP. 12-5-99
Acknowledgment of Execution of Agreement
By Officer of
Galaxy Mall, Inc.
STATE OF UTAH
COUNTY OF UTAH
BE IT REMEMBERED that on this 4th day of December, 1996, personally came
before me, a Notary Pubtic in and for jurisdiction aforesaid, X. Xxxxxx
Xxxxxxx, President of Galaxy Mall, Inc., a Wyoming corporation, and one of the
corporations described in and which executed the foregoing Agreement of
Reorganization, known to me personally to be such, and he, the said, X. Xxxxxx
Xxxxxxx, as such President, duly executed said Agreement of Reorganization
before me and acknowledged said Agreement of Reorganization are in the
handwritting of said President of Galaxy Mall, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/S/Xxxxxxx Xxxxxxxx
Notary Public
XXXXXXX XXXXXXXX
NOTARY PUBLIC STATE OF UTAH
FIRST SECURITY
0000 X XXXXXXXXXX
XXXXX XXXX 000000
COMM: EXP. 12-5-99
Acknowledgment of Execution of Agreement
By Shareholder of
Galaxy Mall, Inc.
STATE OF UTAH
COUNTY OF UTAH
BE IT REMEMBERED that on this 4th day of December, 1996, personally came
before me, a Notary Public in and for jurisdiction aforesaid, Xxxx X. Xxxxxxx,
shareholder of Galaxy Mall, Inc., a corporation of the State of Wyoming, known
to me personally to be such, and he, the said, Xxxx X. Xxxxxxx, as a
shareholder of Galaxy Mall, Inc., duly executed the attached Reorganization
Agreement between Cipher Voice, Inc., a Nevada corporation and Galaxy Mall,
Inc., a Wyoming corporation, before me and acknowledged said Reorganization
Agreement to be the act, deed and agreement between themselves, as
shareholders of Galaxy Mall, Inc. and Cipher Voice, Inc., and the signature of
X. Xxxxxx Xxxxxxx, to said foregoing Reorganization Agreement is in the
handwritting of X. Xxxxxx Xxxxxxx, a shareholder of Galaxy Mall, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/Xxxxxx Xxxxxx
Notary Public
NOTARY PUBLIC
XXXXXX XXXXXX
0000 X. Xxxxxxxx Xx.
Xxxx, Xxxx 00000
My Commission expires
February 9, 2000
STATE OF UTAH
Acknowledgment of Execution of Agreement
By Shareholder of
Galaxy Mall, Inc.
STATE OF UTAH
COUNTY OF UTAH
BE IT REMEMBERED that on this 4th day of December, 1996, personally came
before me, a Notary Public in and for jurisdiction aforesaid, Xxxxxx Xxxxxxx,
shareholder of Galaxy Mall, Inc., a corporation of the State of Wyoming, known
to me personally to be such, and he, the said, Xxxxxx Xxxxxxx, as a
shareholder of Galaxy Mall, Inc., duly executed the attached Reorganization
Agreement between Cipher Voice, Inc., a Nevada corporation and Galaxy Mall,
Inc., a Wyoming corporation, before me and acknowledged said Reorganization
Agreement to be the act, deed and agreement between themselves, as
shareholders of Galaxy Mall, Inc. and Cipher Voice, Inc., and the signature of
X. Xxxxxx Xxxxxxx, to said foregoing Reorganization Agreement is in the
handwritting of X. Xxxxxx Xxxxxxx, a shareholder of Galaxy Mall, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/Xxxxxx Xxxxxx
Notary Public
NOTARY PUBLIC
XXXXXX XXXXXX
0000 X. Xxxxxxxx Xx.
Xxxx, Xxxx 00000
My Commission expires
February 9, 2000
STATE OF UTAH
Acknowledgment of Execution of Agreement
By Shareholder of
Galaxy Mall, Inc.
STATE OF UTAH
COUNTY OF UTAH
BE IT REMEMBERED that on this 4th day of December, 1996, personally came
before me, a Notary Public in and for jurisdiction aforesaid, Xxxxx X.
Xxxxxxxxxx, shareholder of Galaxy Mall, Inc., a corporation of the State of
Wyoming, known to me personally to be such, and he, the said, Xxxxx X.
Xxxxxxxxxx, as a shareholder of Galaxy Mall, Inc., duly executed the attached
Reorganization Agreement between Cipher Voice, Inc., a Nevada corporation and
Galaxy Mall, Inc., a Wyoming corporation, before me and acknowledged said
Reorganization Agreement to be the act, deed and agreement between themselves,
as shareholders of Galaxy Mall, Inc. and Cipher Voice, Inc., and the signature
of X. Xxxxxx Xxxxxxx, to said foregoing Reorganization Agreement is in the
handwritting of X. Xxxxxx Xxxxxxx, a shareholder of Galaxy Mall, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/Xxxxxx Xxxxxx
Notary Public
NOTARY PUBLIC
XXXXXX XXXXXX
0000 X. Xxxxxxxx Xx.
Xxxx, Xxxx 00000
My Commission expires
February 9, 2000
STATE OF UTAH
Acknowledgment of Execution of Agreement
By Shareholder of
Galaxy Mall, Inc.
STATE OF UTAH
COUNTY OF UTAH
BE IT REMEMBERED that on this 4th day of December, 1996, personally came
before me, a Notary Public in and for jurisdiction aforesaid, Xxxxx X.
Xxxxxxx, shareholder of Galaxy Mall, Inc., a corporation of the State of
Wyoming, known to me personally to be such, and he, the said, Xxxxx X.
Xxxxxxx, as a shareholder of Galaxy Mall, Inc., duly executed the attached
Reorganization Agreement between Cipher Voice, Inc., a Nevada corporation and
Galaxy Mall, Inc., a Wyoming corporation, before me and acknowledged said
Reorganization Agreement to be the act, deed and agreement between themselves,
as shareholders of Galaxy Mall, Inc. and Cipher Voice, Inc., and the signature
of X. Xxxxxx Xxxxxxx, to said foregoing Reorganization Agreement is in the
handwritting of X. Xxxxxx Xxxxxxx, a shareholder of Galaxy Mall, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/Xxxxxx Xxxxxx
Notary Public
NOTARY PUBLIC
XXXXXX XXXXXX
0000 X. Xxxxxxxx Xx.
Xxxx, Xxxx 00000
My Commission expires
February 9, 2000
STATE OF UTAH
Acknowledgment of Execution of Agreement
By Shareholder of
Galaxy Mall, Inc.
STATE OF UTAH
COUNTY OF UTAH
BE IT REMEMBERED that on this 4th day of December, 1996, personally came
before me, a Notary Public in and for jurisdiction aforesaid, X. Xxxxxx
Xxxxxxx, shareholder of Galaxy Mall, Inc., a corporation of the State of
Wyoming, known to me personally to be such, and he, the said, X. Xxxxxx
Xxxxxxx, as a shareholder of Galaxy Mall, Inc., duly executed the attached
Reorganization Agreement between Cipher Voice, Inc., a Nevada corporation and
Galaxy Mall, Inc., a Wyoming corporation, before me and acknowledged said
Reorganization Agreement to be the act, deed and agreement between themselves,
as shareholders of Galaxy Mall, Inc. and Cipher Voice, Inc., and the signature
of X. Xxxxxx Xxxxxxx, to said foregoing Reorganization Agreement is in the
handwritting of X. Xxxxxx Xxxxxxx, a shareholder of Galaxy Mall, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/Xxxxxx Xxxxxx
Notary Public
NOTARY PUBLIC
XXXXXX XXXXXX
0000 X. Xxxxxxxx Xx.
Xxxx, Xxxx 00000
My Commission expires
February 9, 2000
STATE OF UTAH
Acknowledgment of Execution of Agreement
By Shareholder of
Galaxy Mall, Inc.
STATE OF UTAH
COUNTY OF UTAH
BE IT REMEMBERED that on this 4th day of December, 1996, personally came
before me, a Notary Public in and for jurisdiction aforesaid, Xxx Xxx Xxxxxxx,
shareholder of Galaxy Mall, Inc., a corporation of the State of Wyoming, known
to me personally to be such, and he, the said, Xxx Xxx Xxxxxxx, as a
shareholder of Galaxy Mall, Inc., duly executed the attached Reorganization
Agreement between Cipher Voice, Inc., a Nevada corporation and Galaxy Mall,
Inc., a Wyoming corporation, before me and acknowledged said Reorganization
Agreement to be the act, deed and agreement between themselves, as
shareholders of Galaxy Mall, Inc. and Cipher Voice, Inc., and the signature of
X. Xxxxxx Xxxxxxx, to said foregoing Reorganization Agreement is in the
handwritting of X. Xxxxxx Xxxxxxx, a shareholder of Galaxy Mall, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/Xxxxxx Xxxxxx
Notary Public
NOTARY PUBLIC
XXXXXX XXXXXX
0000 X. Xxxxxxxx Xx.
Xxxx, Xxxx 00000
My Commission expires
February 9, 2000
STATE OF UTAH
Acknowledgment of Execution of Agreement
By Shareholder of
Galaxy Mall, Inc.
STATE OF UTAH
COUNTY OF UTAH
BE IT REMEMBERED that on this 4th day of December, 1996, personally came
before me, a Notary Public in and for jurisdiction aforesaid, Xxxxx Xxxxx,
shareholder of Galaxy Mall, Inc., a corporation of the State of Wyoming, known
to me personally to be such, and he, the said, Xxxxx Xxxxx, as a shareholder
of Galaxy Mall, Inc., duly executed the attached Reorganization Agreement
between Cipher Voice, Inc., a Nevada corporation and Galaxy Mall, Inc., a
Wyoming corporation, before me and acknowledged said Reorganization Agreement
to be the act, deed and agreement between themselves, as shareholders of
Galaxy Mall, Inc. and Cipher Voice, Inc., and the signature of X. Xxxxxx
Xxxxxxx, to said foregoing Reorganization Agreement is in the handwritting of
X. Xxxxxx Xxxxxxx, a shareholder of Galaxy Mall, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/Xxxxxx Xxxxxx
Notary Public
NOTARY PUBLIC
XXXXXX XXXXXX
0000 X. Xxxxxxxx Xx.
Xxxx, Xxxx 00000
My Commission expires
February 9, 2000
STATE OF UTAH
SCHEDULE I
Shares to be allocated:
SCHEDULE SHAREHOLDERS GALAXY MALL, INC.
SHAREHOLDER GALAXY SHOWS NEW SHARES
Xxxxxxx Xxxxx 0.9770 8,000
Xxxxxxx Xxxxxx 0.3664 3,000
Xxxxxx Xxxxxxx 0.3664 3,000
Wenlock D. Free Jr. 0.3664 3,000
Xxxx X. Xxxxx 0.3664 3,000
G. Xxxxxx Xxxxxxxx 0.3664 3,000
Xxxxx Xxxx 0.3664 3,000
Xxxx Xxxxx 0.3664 3,000
Xxxxx X. Xxxxxxxx 0.3664 3,000
Kent Xxxxxx Xxxxxxxxx 1.5756 13,000
Xxxxx X. Xxxxxx 0.1212 1,000
Xxxx X. Xxxxxxx O.1212 1,000
Xxxxxx X. Xxxxxxxx 0.1212 1,000
Xxxx X. Xxxxxxxx 0.1212 1,000
Xxxxxxxx Xxxxxxx 0.1212 1,000
Xxxxxxx X. Pack 0.1212 1,000
Xxxx X. Xxxxxxx 119.7050 980,213
Xxxxxxx Xxxxxxxxx 12.9449 106,000
Xxxx X. Xxxxxxx 12.3343 101,000
Xxx Xxxxxxx Xxxxxxx 12.8228 105,000
Xxxx X. Xxxxxxx 12.3343 101,000
J. Xxxxx Xxxxxxx 12.3343 101,000
Xxxxx X. Xxxxxxxx 12.2121 100,000
Xxxx Xxxxx 3.0530 25,000
Xxx Xxx Xxxxxxx 78.8444 645,661
Xxxxxx X. Xxxxxxx 21.4934 176,000
Xxxxx X. Xxxxxxx 3.1752 26,000
Xxxxxx X. Xxxxxxxxxx 1.3434 11,000
Xxxxxx Xxxxxx 1.2212 10,000
Xxxxxx Xxxxxxx 21.9819 180,000
Xxxxx Xxxxx 20.5164 168,000
Xxxxxx Xxxxxx Xxxxxxxxx 12.2121 100,000
Xxxxx X. Xxxx 0.6060 5,000
X. Xxxxxx Xxxxxxx 33.0335 273,126
W. Xxxx Xxxxxxx 1.8180 15,000
Xxxxxx X. Xxxxxxx 19.4787 160,000
York Xxxxxxxx 19.4787 160,000 (note l)
Total (439.1546) or 440 Shares 3,600,000
