AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Reorganization
Agreement") is made this 2nd day of October, 2003, among Wasatch Web Advisors,
Inc., a Utah corporation (the "Company" or "Wasatch Web"); ▇▇▇▇▇ Technologies,
Inc., a Utah corporation ("▇▇▇▇▇"); and the common stockholders and preferred
stockholders of ▇▇▇▇▇ (the "▇▇▇▇▇ Common Stockholders" and the "▇▇▇▇▇
Preferred Stockholders," collectively, the "▇▇▇▇▇ Stockholders"), all of whom
are listed on Exhibit A hereto and who execute and deliver a copy of this
Reorganization Agreement.
WITNESSETH:
RECITALS
WHEREAS, the respective Boards of Directors of Wasatch Web and
▇▇▇▇▇ have adopted resolutions pursuant to which Wasatch Web shall acquire and
the ▇▇▇▇▇ Stockholders shall exchange 100% of the outstanding common and
preferred stock of ▇▇▇▇▇; and
WHEREAS, the sole consideration for 100% of the outstanding common
and preferred stock of ▇▇▇▇▇ shall be the exchange of shares of $0.01 par
value common stock and $0.01 par value preferred stock of Wasatch Web as
outlined in Exhibit A, which shares, as well as any shares into which the
preferred stock can be converted, are all "restricted securities" as defined
in Rule 144 of the Securities and Exchange Commission); and
WHEREAS, the ▇▇▇▇▇ Stockholders shall acquire in exchange such
"restricted securities" of Wasatch Web in a reorganization within the meaning
of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, as
applicable (respectively, the "Exchange" and the "Reorganization");
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Exchange of Stock
1.1 Transfer and Number of Shares. The ▇▇▇▇▇ Common
Stockholders agree to transfer to Wasatch Web at the closing (the "Closing")
100% of the outstanding common stock of ▇▇▇▇▇, all as listed in Exhibit A,
which is attached hereto and incorporated herein by reference (the "▇▇▇▇▇
Common Shares"), in exchange for 42,457,286 post-split shares of common stock
of Wasatch Web (the "Wasatch Common Shares"), pro rata, also as outlined in
Exhibit A, amounting to approximately 95% of the post-Reorganization Agreement
outstanding Wasatch Web Common Shares. Additionally, the ▇▇▇▇▇ Preferred
Stockholders agree to transfer to Wasatch Web at the Closing, 100% of the
outstanding preferred stock of ▇▇▇▇▇, all as listed in Exhibit A (the "▇▇▇▇▇
Preferred Shares"), in exchange for a like number of shares of preferred stock
of Wasatch Web (the "Wasatch Web Preferred Shares"), pro rata. At the
Closing, and excluding the securities to be exchanged for the ▇▇▇▇▇ Common
Shares, the outstanding common stock of Wasatch Web will amount to 2,298,714
post-split shares or approximately 5% of the post-Reorganization Agreement
outstanding common stock of Wasatch Web, after taking into account: (i) the
two for one forward split of the outstanding common stock of Wasatch Web as
outlined in Section 1.4 of the Reorganization Agreement; and (ii) the
cancellation of 75,000 post-split shares of common stock of Wasatch Web by the
two principal stockholders of the Company as outlined in Section 1.5 hereof.
Accordingly, and assuming all ▇▇▇▇▇ Stockholders become party to the
Reorganization Agreement, there will be approximately 44,756,000 post-
Reorganization Agreement outstanding Wasatch Web Common Shares and a like
number of Wasatch Web Preferred Shares equal to the number of ▇▇▇▇▇ Preferred
Shares that are outstanding immediately prior to the Closing.
1.2 Exchange of Certificates. The transfer of the ▇▇▇▇▇ Common
Shares and the ▇▇▇▇▇ Preferred Shares shall be effected by the delivery to
Wasatch Web at the Closing of stock certificates representing the transferred
shares duly endorsed in blank or accompanied by stock powers executed in blank
with all signatures witnessed or guaranteed to the satisfaction of Wasatch Web
and with all necessary transfer taxes and other revenue stamps affixed and
acquired at the ▇▇▇▇▇ Stockholders' expense.
1.3 Further Assurances. At the Closing and from time to time
thereafter, the ▇▇▇▇▇ Stockholders shall execute such additional instruments
and take such other action as Wasatch Web may request in order to exchange and
transfer clear title and ownership in the ▇▇▇▇▇ Common Shares and the ▇▇▇▇▇
Preferred Shares to Wasatch Web.
1.4 Forward Split of Outstanding Wasatch Web Common Stock,
Authority to Change Name, Change of Name and Certificate of Designations of a
Class of Preferred Stock. Prior to or at the Closing, Wasatch Web (i) shall
have effected a two for one forward split of its outstanding common stock (the
forward split was effective on September 22, 2003); and (ii) shall have filed
the Articles of Amendment with the Department of Commerce of the State of
Utah (the amendment was duly filed on September 8, 2003), authorizing the
Wasatch Web Board of Directors to change the name of the Company without
stockholder approval to conform with the business or industry that the Board
of Directors determines to engage in or conforms with the name or names of any
property or business acquired by Wasatch Web; (iii) shall have approved a name
change of Wasatch Web to "▇▇▇▇▇ Technologies, Inc."; and (iv) shall have
adopted a Certificate of Designations respecting a class of preferred stock
with identical rights, privileges and preferences of the ▇▇▇▇▇ Preferred Stock
for Exchange hereunder.
1.5 Share Cancellation by Principal Stockholders of Wasatch Web.
In consideration of the Closing of the Reorganization Agreement, two principal
stockholders of Wasatch Web who are also directors and executive officers of
Wasatch Web, shall deliver at the Closing an aggregate of 75,000 post-split
shares of common stock of Wasatch Web for cancellation to the treasury and for
return to the authorized but unissued capital stock of Wasatch Web.
1.6 Condition Subsequent of Required "Broker's Transactions" by
SCS, Inc., a Consultant to ▇▇▇▇▇. SCS, Inc., a Utah corporation ("SCS"), and
its President and sole stockholder, ▇▇▇▇ ▇. ▇▇▇▇▇, shall deliver at the
Closing, their Letter Agreement in satisfactory form to Wasatch Web and ▇▇▇▇▇
in consideration of such Closing to the effect that any securities of Wasatch
Web owned or hereafter acquired by either of them shall be subject to resale
in "broker's transactions" only as that term in defined in Rule 144 of the
Securities and Exchange Commission, with the stock certificates representing
any such shares to be imprinted with an appropriate notation reflecting these
resale conditions.
1.7 Resignations of Present Directors and Executive Officers of
Wasatch Web and Designation of New Directors and Executive Officers. On the
Closing, the present directors and executive officers of Wasatch Web shall
designate the directors and executive officers nominated by ▇▇▇▇▇ to serve in
their place and stead, to serve until the next respective annual meetings of
the stockholders and the Board of Directors of the reorganized Wasatch Web,
and until their respective successors shall be elected and qualified or until
their respective prior resignations or terminations, who shall be: ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, President and Director; R. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Treasurer and Director;
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary and Director; ▇▇▇▇▇ ▇. ▇▇▇▇, Vice President and
Director; and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director; and then, the current directors and
executive officers of Wasatch Web shall resign in seriatim.
1.8 Assets and Liabilities of Wasatch Web at the Closing. Wasatch
Web shall have no material assets and no material liabilities at the Closing,
and all costs incurred by Wasatch Web incident to the Reorganization Agreement
shall have been paid or satisfied.
1.9 Outstanding Securities of Wasatch Web and Acceptance of
Opinions of Counsel. Neither ▇▇▇▇▇ nor the reorganized Wasatch Web shall
contest the validity of any of the pre-Reorganization Agreement outstanding
Wasatch Web common or preferred stock; and the reorganized Wasatch Web and
▇▇▇▇▇, subject to concurrence by legal counsel for the reorganized Wasatch Web
with any legal opinion rendered regarding the resale of any of these
securities, agrees to accept legal opinions covering the resale of any of
these securities in accordance with Rule 144 of the Securities and Exchange
Commission from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq. or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
1.10 Closing. This Reorganization Agreement will be deemed to be
completed on the execution and delivery of the Reorganization Agreement by
▇▇▇▇▇ Stockholders collectively owning not less than 80% of the outstanding
▇▇▇▇▇ Common Shares; and the remainder of the ▇▇▇▇▇ Common Shares shall be
acquired under and pursuant to the terms and provisions of this Reorganization
Agreement as soon as practicable following the Closing.
Section 2
Closing
The Closing contemplated by Section 1 shall be held at the offices
of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq., Suite 205, Hermes Building, ▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, on or before ten days following the
execution and delivery of this Reorganization Agreement, unless another place
or time is agreed upon in writing by the parties. The Closing may also be
accomplished by wire, express mail or other courier service, conference
telephone communications or as otherwise agreed by the respective parties or
their duly authorized representatives.
Section 3
Representations and Warranties of Wasatch Web
Wasatch Web represents and warrants to, and covenants with, the
▇▇▇▇▇ Stockholders and ▇▇▇▇▇ as follows:
3.1 Corporate Status; Compliance with Securities Laws. Wasatch
Web is a corporation duly organized, validly existing and in good standing
under the laws of the State of Utah and is licensed or qualified as a foreign
corporation in all states in which the nature of its business or the character
or ownership of its properties makes such licensing or qualification necessary
(Utah only). Wasatch Web is a publicly-held company, having previously and
lawfully offered and sold a portion of its securities in accordance with
applicable federal and state securities laws, rules and regulations. Its
common stock is quoted on the OTC Bulletin Board of the National Association
of Securities Dealers, Inc. (the "NASD") under the symbol "WWEB," though there
is no "established trading market" for these securities. Wasatch Web is a
"reporting issuer" under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), has presently filed all reports that have been required to be
filed by it and is not in violation of any applicable federal or state
securities laws, rules or regulations. All reports and registration
statements that have been filed by Wasatch Web with the Securities and
Exchange Commission do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements made,
in light of the circumstances under which they were made, not misleading.
3.2 Capitalization. The current pre-Reorganization Agreement
authorized capital stock of Wasatch Web consists of 50,000,000 shares of $0.01
par value common voting stock, of which 2,373,714 shares are issued and
outstanding, all fully paid and non-assessable; and 5,000,000 shares of $0.01
par value preferred stock, of which no shares are issued and outstanding.
There are no outstanding options, warrants or calls pursuant to which any
person has the right to purchase any authorized and unissued common stock or
other securities of Wasatch Web. It has no subsidiaries.
3.3 Financial Statements. The financial statements of Wasatch Web
furnished to the ▇▇▇▇▇ Stockholders and ▇▇▇▇▇, consisting of audited financial
statements for the years ended December 31, 2002 and 2001, and unaudited
financial statements for the period ended June 30, 2003, attached hereto as
Exhibits B and B-1, and incorporated herein by reference, are correct and
fairly present the financial condition of Wasatch Web at such dates and for
the periods involved; such statements were prepared in accordance with
generally accepted accounting principles consistently applied, and no material
change has occurred in the matters disclosed therein, except as indicated in
Exhibit C, which is attached hereto and incorporated herein by reference.
Such financial statements do not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading.
3.4 Undisclosed Liabilities. Wasatch Web has no liabilities of
any nature except to the extent reflected or reserved against in its balance
sheets, whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due, except as set
forth in Exhibit C.
3.5 Interim Changes. Since the dates of its balance sheets,
except as set forth in Exhibit C, there have been no (i) changes in financial
condition, assets, liabilities or business of Wasatch Web which, in the
aggregate, have been materially adverse; (ii) damages, destruction or losses
of or to property of Wasatch Web, payments of any dividend or other
distribution in respect of any class of stock of Wasatch Web or any direct or
indirect redemption, purchase or other acquisition of any class of any such
stock; or (iii) increases paid or agreed to in the compensation, retirement
benefits or other commitments to its employees.
3.6 Title to Property. Wasatch Web has good and marketable title
to all properties and assets, real and personal, reflected in its balance
sheets, and the properties and assets of Wasatch Web are subject to no
mortgage, pledge, lien or encumbrance, except for liens shown therein or in
Exhibit C, with respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding pending, or
to the knowledge of Wasatch Web, threatened, against or relating to Wasatch
Web, its properties or business, except as set forth in Exhibit C. Further,
no officer, director or person who may be deemed to be an "affiliate" of
Wasatch Web is party to any material legal proceeding which could have an
adverse effect on Wasatch Web (financial or otherwise), and none is party to
any action or proceeding wherein any has an interest adverse to Wasatch Web.
3.8 Books and Records. From the date of this Reorganization
Agreement to the Closing, Wasatch Web will (i) give to the ▇▇▇▇▇ Stockholders
and ▇▇▇▇▇ or their respective representatives full access during normal
business hours to all of Wasatch Web' offices, books, records, contracts and
other corporate documents and properties so that they or their respective
representatives may inspect and audit them; and (ii) furnish such information
concerning the properties and affairs of Wasatch Web as they or their
respective representatives may reasonably request.
3.9 Tax Returns. Wasatch Web has filed all federal and state
income or franchise tax returns that have been required to be filed by it or
has received currently effective extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if there
is no Closing), Wasatch Web and its representatives will keep confidential any
information which they obtain from the ▇▇▇▇▇ Stockholders or from ▇▇▇▇▇
concerning the properties, assets and business of ▇▇▇▇▇. If the transactions
contemplated by this Reorganization Agreement are not consummated by October
15, 2003, 2003, Wasatch Web will return to ▇▇▇▇▇ all written matter with
respect to ▇▇▇▇▇ obtained by Wasatch Web in connection with the negotiation or
consummation of this Reorganization Agreement.
3.11 Corporate Authority. Wasatch Web has full corporate power and
authority to enter into this Reorganization Agreement and to carry out its
obligations hereunder and will deliver to the ▇▇▇▇▇ Stockholders and ▇▇▇▇▇ or
their respective representatives at the Closing a signed copy of resolutions
of its Board of Directors authorizing execution of this Reorganization
Agreement by Wasatch Web' officers and performance thereunder, and that the
directors adopting and delivering such resolutions are the duly elected and
incumbent directors of Wasatch Web.
3.12 Due Authorization. Execution of this Reorganization Agreement
and performance by Wasatch Web hereunder have been duly authorized by all
requisite corporate action on the part of Wasatch Web, and this Reorganization
Agreement constitutes a valid and binding obligation of Wasatch Web and
performance hereunder will not violate any provision of the Articles of
Incorporation, Bylaws, agreements, mortgages or other commitments of Wasatch
Web, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
now or hereafter in effect relating to or affecting the enforcement of
creditors' right generally and the application of general equitable principles
in any action, legal or equitable.
3.13 Environmental Matters. Wasatch Web has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of Wasatch Web. In
addition, to the best knowledge of Wasatch Web, there are no substances or
conditions which may support a claim or cause of action against Wasatch Web or
any of Wasatch Web' current or former officers, directors, agents or
employees, whether by a governmental agency or body, private party or
individual, under any Hazardous Materials Regulations. "Hazardous Materials"
means any oil or petrochemical products, PCB's, asbestos, urea formaldehyde,
flammable explosives, radioactive materials, solid or hazardous wastes,
chemicals, toxic substances or related materials, including, without
limitation, any substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials" or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act and the Federal Water Pollution Control Act.
3.14 Access to Information Regarding ▇▇▇▇▇. Wasatch Web
acknowledges that ▇▇▇▇▇ has delivered it copies of what has been represented
to be documentation containing all material information respecting ▇▇▇▇▇ and
▇▇▇▇▇' present and contemplated business operations, potential acquisitions,
management and other factors; that it has had a reasonable opportunity to
review such documentation and discuss it, to the extent desired, with its
legal counsel, directors and executive officers; that it has had, to the
extent desired, the opportunity to ask questions of and receive responses from
the directors and executive officers of ▇▇▇▇▇, and with the legal and
accounting firms of ▇▇▇▇▇, with respect to such documentation; and that to the
extent requested, all questions raised have been answered to Wasatch Web's
complete satisfaction.
Section 4
Representations, Warranties and Covenants of ▇▇▇▇▇ and
the ▇▇▇▇▇ Stockholders
▇▇▇▇▇ and the ▇▇▇▇▇ Stockholders represent and warrant to, and
covenant with, Wasatch Web as follows (provided, however, that the ▇▇▇▇▇
Stockholders whose beneficial stock ownership interest in ▇▇▇▇▇ is less than
5% of the ▇▇▇▇▇ Common Shares as issuable or convertible into ▇▇▇▇▇ Common
Shares as set forth in Exhibit A shall make only those representations and
warranties contained in Sections 4.1, 4.11, 4.12 and 4.16):
4.1 Ownership. The ▇▇▇▇▇ Stockholders respectively own the ▇▇▇▇▇
Common Shares and the ▇▇▇▇▇ Preferred Shares free and clear of any liens or
encumbrances of any type or nature whatsoever, and each has full right, power
and authority to exchange the ▇▇▇▇▇ Common Shares ▇▇▇▇▇ Preferred Shares that
are owned by each hereunder without qualification.
4.2 Corporate Status. ▇▇▇▇▇ is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah and
is licensed or qualified as a foreign corporation in all states in which the
nature of ▇▇▇▇▇ business or the character or ownership of ▇▇▇▇▇ properties
makes such licensing or qualification necessary. It has no subsidiaries.
4.3 Capitalization. The authorized capital stock of ▇▇▇▇▇
consists of 100,000,000 shares of common stock, $0.001 par value per share, of
which 42,457,286 shares are issued and outstanding, all fully paid and non-
assessable; and 2,000,000 shares of $0.001 par value preferred stock, of which
300,000 shares are issued and outstanding. There are no outstanding options,
warrants or calls pursuant to which any person has the right to purchase any
authorized and unissued common stock or other securities of ▇▇▇▇▇.
4.4 Financial Statements. The financial statements of ▇▇▇▇▇
furnished to Wasatch Web, consisting of audited financial statements for the
year ended December 31, 2002, and unaudited financial statements for the
period ended June 30, 2003, attached hereto as Exhibits D and D-1, and
incorporated herein by reference, are correct and fairly present the financial
condition of ▇▇▇▇▇ as of these dates and for the periods involved; such
statements were prepared in accordance with generally accepted accounting
principles consistently applied, and no material change has occurred in the
matters disclosed therein, except as indicated in Exhibit E, which is attached
hereto and incorporated herein by reference. These financial statements do not
contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
4.5 Undisclosed Liabilities. ▇▇▇▇▇ has no material liabilities
of any nature except to the extent reflected or reserved against in its
balance sheets, whether accrued, absolute, contingent or otherwise, including,
without limitation, tax liabilities and interest due or to become due, except
as set forth in Exhibit E.
4.6 Interim Changes. Since the dates of its balance sheets,
except as set forth in Exhibit E, there have been no (i) changes in the
financial condition, assets, liabilities or business of ▇▇▇▇▇, which in the
aggregate, have been materially adverse; (ii) damages, destruction or loss of
or to the property of ▇▇▇▇▇, payment of any dividend or other distribution in
respect of the capital stock of ▇▇▇▇▇ or any direct or indirect redemption,
purchase or other acquisition of any such stock; or (iii) increases paid or
agreed to in the compensation, retirement benefits or other commitments to
their employees.
4.7 Title to Property. ▇▇▇▇▇ has good and marketable title to all
properties and assets, real and personal, proprietary or otherwise, reflected
in its balance sheets, and the properties and assets of ▇▇▇▇▇ are subject to
no mortgage, pledge, lien or encumbrance, except as reflected in the trial
balance sheet or in Exhibit E, with respect to which no default exists.
4.8 Litigation. There is no litigation or proceeding pending, or
to the knowledge of ▇▇▇▇▇, threatened, against or relating to ▇▇▇▇▇ or its
properties or business, except as set forth in Exhibit E. Further, no officer,
director or person who may be deemed to be an affiliate of ▇▇▇▇▇ is party to
any material legal proceeding which could have an adverse effect on ▇▇▇▇▇
(financial or otherwise), and none is party to any action or proceeding
wherein any has an interest adverse to ▇▇▇▇▇.
4.9 Books and Records. From the date of this Agreement to the
Closing, the ▇▇▇▇▇ Stockholders will cause ▇▇▇▇▇ to (i) give to Wasatch Web
and its representatives full access during normal business hours to all of
▇▇▇▇▇ offices, books, records, contracts and other corporate documents and
properties so that Wasatch Web may inspect and audit them; and (ii) furnish
such information concerning the properties and affairs of ▇▇▇▇▇ as Wasatch Web
may reasonably request.
4.10 Tax Returns. ▇▇▇▇▇ has filed all federal and state income or
franchise tax returns that have been required to be filed by it or has
received currently effective extensions of the required filing dates.
4.11 Confidentiality. Until the Closing (and continuously if
there is no Closing), ▇▇▇▇▇ and the ▇▇▇▇▇ Stockholders and their
representatives will keep confidential any information which they obtain from
Wasatch Web concerning its properties, assets and business. If the
transactions contemplated by this Agreement are not consummated by October 15,
2003, ▇▇▇▇▇ and the ▇▇▇▇▇ Stockholders will return to Wasatch Web all written
matter with respect to Wasatch Web obtained by them in connection with the
negotiation or consummation of this Agreement.
4.12 Investment Intent. The ▇▇▇▇▇ Stockholders are acquiring the
Wasatch Web common stock to be exchanged and delivered to them under this
Agreement for "investment and not with a view to the sale or distribution
thereof," and they have no commitment or present intention to sell or
distribute the Wasatch Web common stock to be received hereunder. The ▇▇▇▇▇
Stockholders shall execute and deliver to Wasatch Web on the Closing an
Investment Letter attached hereto as Exhibit F and incorporated herein by
reference.
4.13 Corporate Authority. ▇▇▇▇▇ has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to Wasatch Web or its representative at the Closing
a signed copy of resolutions of its Board of Directors authorizing execution
of this Agreement by its officers and performance thereunder, and that the
directors adopting and delivering such resolutions are the duly elected and
incumbent directors of ▇▇▇▇▇.
4.14 Due Authorization. Execution of this Agreement and
performance by ▇▇▇▇▇ hereunder have been duly authorized by all requisite
corporate action on the part of ▇▇▇▇▇, and this Agreement constitutes a valid
and binding obligation of ▇▇▇▇▇ and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of ▇▇▇▇▇, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application now or hereafter in effect relating to or affecting the
enforcement of creditors' right generally and the application of general
equitable principles in any action, legal or equitable.
4.15 Environmental Matters. ▇▇▇▇▇ and the ▇▇▇▇▇ Stockholders have
no knowledge of any assertion by any governmental agency or other regulatory
authority of any environmental lien, action or proceeding, or of any cause for
any such lien, action or proceeding related to the business operations of
▇▇▇▇▇ or its predecessors. In addition, to the best knowledge of ▇▇▇▇▇ and the
▇▇▇▇▇ Stockholders, there are no substances or conditions which may support a
claim or cause of action against ▇▇▇▇▇ or any of its current or former
officers, directors, agents, employees or predecessors, whether by a
governmental agency or body, private party or individual, under any Hazardous
Materials Regulations. "Hazardous Materials" means any oil or petrochemical
products, PCB's, asbestos, urea formaldehyde, flammable explosives,
radioactive materials, solid or hazardous wastes, chemicals, toxic substances
or related materials, including, without limitation, any substances defined as
or included in the definition of "hazardous substances," "hazardous wastes," "
hazardous materials" or "toxic substances" under any applicable federal or
state laws or regulations. "Hazardous Materials Regulations" means any
regulations governing the use, generation, handling, storage, treatment,
disposal or release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
4.16 Access to Information Regarding Wasatch Web. ▇▇▇▇▇ and the
▇▇▇▇▇ Stockholders acknowledge that Wasatch Web has delivered them copies of
what has been represented to be documentation containing all material
information respecting Wasatch Web and its present and contemplated business
operations, potential acquisitions, management and other factors, by personal
delivery to them and/or by notification of access to the reports and
registration statements of Wasatch Web that contain such information in the
▇▇▇▇▇ Archives of the Securities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇; that
they have had a reasonable opportunity to review such documentation and to
discuss it, to the extent desired, with their legal counsel, directors and
executive officers; that they have had, to the extent desired, the opportunity
to ask questions of and receive responses from the sole director and executive
officer of Wasatch Web, and with the legal and accounting firms of Wasatch
Web, with respect to such documentation; and that to the extent requested, all
questions raised have been answered to their complete satisfaction.
Section 5
Conditions Precedent to Obligations of ▇▇▇▇▇
and the ▇▇▇▇▇ Stockholders
All obligations of ▇▇▇▇▇ and the ▇▇▇▇▇ Stockholders under this
Reorganization Agreement are subject, at their option, to the fulfillment,
before or at the Closing, of each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of Wasatch Web contained in this Reorganization
Agreement shall be deemed to have been made again at and as of the Closing and
shall then be true in all material respects and shall survive the Closing.
5.2 Due Performance. Wasatch Web shall have performed and
complied with all of the terms and conditions required by this Reorganization
Agreement to be performed or complied with by it before the Closing.
5.3 Officers' Certificate. ▇▇▇▇▇ shall have been furnished with a
certificate signed by the President of Wasatch Web, in such capacity, attached
hereto as Exhibit G and incorporated herein by reference, dated as of the
Closing, certifying (i) that all representations and warranties of Wasatch Web
contained herein are true and correct; and (ii) that since the date of the
financial statements (Exhibits B and B-1 hereto), there has been no material
adverse change in the financial condition, business or properties of Wasatch
Web, taken as a whole.
5.4 Assets and Liabilities of Wasatch Web. Unless otherwise
agreed, Wasatch Web shall have no assets and no liabilities at Closing, and
all costs, expenses and fees incident to the Reorganization Agreement shall
have been paid.
5.5 Resignations of Present Directors and Executive Officers and
Designation of New Directors and Executive Officers. At or simultaneous with
the Closing, corporate resolutions of Wasatch Web shall have adopted all
action necessary to accomplish the resignation of Wasatch Web's directors and
executive officers, in seriatim, while designating of the nominees of ▇▇▇▇▇ to
the Board of Directors and to serve as officers as outlined in Section 1.7
hereof.
5.6 Satisfaction of Section 1 Conditions. All conditions outlined
in Sections 1.4, 1.5, 1.6, 1.7 and 1.8 hereof shall have been completed to the
satisfaction of ▇▇▇▇▇.
5.7 Stockholders' Consent. Persons owing not less than 80% of
the outstanding ▇▇▇▇▇ Common Shares shall have executed and delivered the
Reorganization Agreement.
Section 6
Conditions Precedent to Obligations of Wasatch Web
All obligations of Wasatch Web under this Reorganization Agreement
are subject, at Wasatch Web' option, to the fulfillment, before or at the
Closing, of each of the following conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of ▇▇▇▇▇ and the ▇▇▇▇▇ Stockholders contained
in this Reorganization Agreement shall be deemed to have been made again at
and as of the Closing and shall then be true in all material respects and
shall survive the Closing.
6.2 Due Performance. ▇▇▇▇▇, the ▇▇▇▇▇ Stockholders shall have
performed and complied with all of the terms and conditions required by this
Reorganization Agreement to be performed or complied with by them before the
Closing.
6.3 Officers' Certificate. Wasatch Web shall have been furnished
with a certificate signed by the President of ▇▇▇▇▇, in such capacity,
attached hereto as Exhibit H and incorporated herein by reference, dated as of
the Closing, certifying (i) that all representations and warranties of ▇▇▇▇▇
and the ▇▇▇▇▇ Stockholders contained herein are true and correct; and (ii)
that since the date of the financial statements (Exhibit D), there has been no
material adverse change in the financial condition, business or properties of
▇▇▇▇▇, taken as a whole.
6.4 Books and Records. The ▇▇▇▇▇ Stockholders or the Board of
Directors of ▇▇▇▇▇ shall have caused ▇▇▇▇▇ to make available all books and
records of ▇▇▇▇▇, including minute books and stock transfer records; provided,
however, only to the extent requested in writing by Wasatch Web at Closing.
6.5 Satisfaction of Section 1 Conditions. All conditions outlined
in Sections 1.4, 1.5, 1.6, 1.7 and 1.8 hereof shall have been completed to the
satisfaction of Wasatch Web.
6.6 Stockholders' Consent. Persons owing not less than 80% of the
outstanding ▇▇▇▇▇ Common Shares shall have executed and delivered the
Reorganization Agreement.
Section 7
Termination
Prior to the Closing, this Reorganization Agreement may be
terminated (i) by mutual consent in writing; (ii) by either the directors of
Wasatch Web or ▇▇▇▇▇, if there has been a material misrepresentation or
material breach of any warranty or covenant by the other party; or (iii) by
either the directors of Wasatch Web or ▇▇▇▇▇ and the ▇▇▇▇▇ Stockholders, if
the Closing shall not have taken place, unless adjourned to a later date by
mutual consent in writing, by the date fixed in Section 2.
Section 8
General Provisions
8.1 Further Assurances. At any time, and from time to time, after
the Closing, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the
intent and purposes of this Reorganization Agreement.
8.2 Waiver. Any failure on the part of any party hereto to
comply with any its or their obligations, agreements or conditions hereunder
may be waived in writing by the party to whom such compliance is owed.
8.3 Brokers. Each party represents to the other parties that no
broker or finder has acted for each or any of them in connection with this
Reorganization Agreement, and agrees to indemnify and hold harmless the other
parties against any fee, loss or expense arising out of claims by brokers or
finders employed or alleged to have been employed by each or any of them.
8.4 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been given if delivered in person or
sent by prepaid first-class registered or certified mail, return receipt
requested, as follows:
If to Wasatch Web: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
455 East ▇▇▇ ▇▇▇▇▇, #▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
If to ▇▇▇▇▇: ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Suite 800, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
If to the ▇▇▇▇▇ To the addresses listed in Exhibit A.
Stockholders:
8.5 Entire Agreement. This Reorganization Agreement constitutes
the entire agreement between the parties and supersedes and cancels any other
agreement, representation or communication, whether oral or written, between
the parties hereto relating to the transactions contemplated herein or the
subject matter hereof.
8.6 Headings. The section and subsection headings in this
Reorganization Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this Reorganization
Agreement.
8.7 Governing Law. This Reorganization Agreement shall be
governed by and construed and enforced in accordance with the laws of the
State of Utah, except to the extent pre-empted by federal law, in which event
(and to that extent only), federal law shall govern. Any actions permitted
hereunder shall be brought in the State of Utah in the county in which the
principal executive offices of Wasatch Web are situated only.
8.8 Assignment. This Reorganization Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their successors and
assigns.
8.9 Counterparts. This Reorganization Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
8.10 Default. In the event of any default hereunder, the
prevailing party in any action to enforce the terms and provisions hereof
shall be entitled to recover reasonable attorney's fees and related costs.
IN WITNESS WHEREOF, the parties have executed this Reorganization
Agreement effective the latest date hereof.
WASATCH WEB ADVISORS, INC.
Date: 10/2/03. By/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
▇▇▇▇▇ TECHNOLOGIES, INC.
Date: 10/2/03. By/s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
AGREEMENT AND PLAN OF REORGANIZATION
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for that certain Agreement and Plan
of Reorganization (the "Reorganization Agreement") dated as of the 2nd day of
October, 2003, among Wasatch Web Advisors, Inc., Utah corporation ("Wasatch
Web"); ▇▇▇▇▇ Technologies, Inc., a Utah corporation ("▇▇▇▇▇"); and the common
stockholders and preferred stockholders of ▇▇▇▇▇ (the "▇▇▇▇▇ Common
Stockholders" and the "▇▇▇▇▇ Preferred Stockholders," collectively, the "▇▇▇▇▇
Stockholders"), all of whom are listed on Exhibit A hereto and who execute and
deliver a copy of this Reorganization Agreement.
Date Name
10/2/03 /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Family Investments, LLC
10/2/03 /s/▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
10/2/03 /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Lighthouse Assoc.
10/2/03 /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Radion Energy
10/9/03 /s/
Risk Management
10/2/03 /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
10/2/03 /s/
Maasai, Inc.
10/7/03 /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
10/2/03 /s/▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
10/2/03 /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
10/7/03 /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
10/2/03 /s/▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
10/6/03 /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
10/2/03 /s/R. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Accounting
10/6/03 /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Merrell and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
10/2/03 /s/▇▇▇▇ ▇▇▇▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Seth and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
10/2/03 /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
10/2/03 /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
10/6/03 /s/
▇▇▇▇ ▇▇▇▇
10/2/03 /s/▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
10/2/03 /s/▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Consulting Service
Date Name
10/8/03 /s/▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Trust
10/7/03 /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
10/8/03 /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
10/9/03 /s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
10/9/03 /s/J. ▇▇▇▇▇▇ ▇▇▇▇▇▇
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇
10/9/03 /s/
Harmony Development, LLC
10/8/03 /s/▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
10/8/03 /s/▇▇▇▇▇ ▇▇▇▇
Physsyx, Ltd.
10/9/03 /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
EXHIBIT A
Number of Shares Wasatch Web
Owned of to be
Name ▇▇▇▇▇ Received in Exchange
See Exhibit A-1* See Exhibit A-1 One for One
See Exhibit A-2* See Exhibit A-2 One for One
* Exhibit A-1 is a list of the ▇▇▇▇▇ Common Stockholders;
and Exhibit A-2 is a list of the ▇▇▇▇▇ Preferred Stockholders.
EXHIBT A-1
▇▇▇▇▇ Technologies, Inc.
Shareholder List
Ownership Pre-Merger
▇▇▇▇▇▇▇▇▇ Family Investments, LLC 5,764,600
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ 5,764,600
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Lighthouse Assoc. 15,876,600
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Radion Energy 4,427,000
▇▇▇ ▇. ▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Risk Management 330,600
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 825,600
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Maasai, Inc. 281,200
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 25,000
C/O ▇▇▇▇▇▇▇ ▇▇▇▇▇
Prudential Securities
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ 5,000
344 East ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ 10,000
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 20,000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. #▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Technologies, Inc.
Shareholder List
Ownership Pre-Merger
▇▇▇ ▇▇▇▇▇ 20,000
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 10,000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Accounting 2,977,800
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Merrell and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 5,000
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Seth and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 75,000
▇▇▇▇ ▇. ▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,552,600
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 589,800
P. O. ▇▇▇ ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ 364,800
▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ 564,800
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Consulting Service 2,967,286
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
TOTAL PRE-MERGER SHARES 42,457,286
EXHIBIT A-2
PREFERRED SERIES LIST
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Trust 15,000
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 5,000
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ 10,000
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 75,000
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇ 5,000
P. O. ▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Harmony Development, LLC 150,000
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ 10,000
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Physsyx, Ltd. 15,000
P. O. ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 15,000
▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇, #▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
TOTAL 300,000
EXHIBIT B*
WASATCH WEB ADVISORS, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2002 and 2001
* See the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2002, as previously filed with the Securities and Exchange
Commission.
EXHIBIT B-1*
WASATCH WEB ADVISORS, INC.
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
JUNE 30, 2003
* See the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2003, as previously filed with the Securities and Exchange
Commission.
EXHIBIT C
None.
EXHIBIT D*
▇▇▇▇▇ TECHNOLOGIES, INC.
AUDITED BALANCE SHEET AND INCOME STATEMENT
FOR THE YEAR ENDED
DECEMBER 31, 2002
* See the caption "Financial Statements of ▇▇▇▇▇," Item 2 of this Current
Report.
EXHIBIT D-1*
▇▇▇▇▇ TECHNOLOGIES, INC.
AUDITED BALANCE SHEET AND INCOME STATEMENT
FOR THE YEAR ENDED
DECEMBER 31, 2002
AND
FOR THE PERIOD ENDED
JUNE 30, 2003 (UNAUDITED)
* See the caption "Financial Statements of ▇▇▇▇▇," Item 2 of this Current
Report.
EXHIBIT E
None.
EXHIBIT F
Atlas Stock Transfer
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Wasatch Web Advisors, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Re: Exchange of securities of ▇▇▇▇▇ Technologies, Inc., a
Utah corporation ("▇▇▇▇▇"), for securities of Wasatch
Web Advisors, Inc., a Utah corporation ("Wasatch Web"
or "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Reorganization Agreement") between the undersigned, ▇▇▇▇▇, the other
stockholders of ▇▇▇▇▇ and Wasatch Web, I acknowledge that I have approved this
Exchange (as defined in the Reorganization Agreement); that I am aware of all
of the terms and conditions of the Agreement. I represent and warrant that
(i) I am an "accredited investor" or, either alone or with the aid of a
"purchaser representative," I am a "sophisticated investor"; (ii) I
understand the "unregistered" and "restricted" nature of the securities of
Wasatch Web being received under the Agreement in Exchange for the ▇▇▇▇▇
Common and Preferred Shares (as defined in the Reorganization Agreement);
(iii) I have had access to all material documents regarding the Company,
including, but not limited to all reports filed with the Securities and
Exchange Commission for the past twelve months that are contained in the ▇▇▇▇▇
Archives at ▇▇▇.▇▇▇.▇▇▇; (iv) I hereby waive and compromise any pre-emptive
rights or shareholder agreements relating to the prior issuance of securities
of any of the ▇▇▇▇▇ outstanding securities, except as applicable to the ▇▇▇▇▇
Preferred Shares (v) I hereby compromise and/or waive any claims I have or may
have against ▇▇▇▇▇ by reason of the purchase of any securities of ▇▇▇▇▇ prior
to the Closing of the Agreement; and (vi) I hereby consent to the amendment to
the Articles of Incorporation of ▇▇▇▇▇ that will change its name to "▇▇▇▇▇
Technologies Operating Company, Inc." and that will modify the rights,
privileges and preferences of its preferred stock to reflect that the
Conversion Price (as defined therein) shall be no more than $0.75 per share
nor less than $0.25 per share.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, and that I have been encouraged to review the
information and ask any questions I may have concerning the information of any
director or officer of the Company or of the legal and accounting firms for
the Company. I understand that the accounting firm for Wasatch Web is ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, Certified Public Accountants, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, #▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; Telephone: (▇▇▇) ▇▇▇-▇▇▇▇; and that legal counsel for
Wasatch Web is ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq., ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Telephone (▇▇▇) ▇▇▇-▇▇▇▇.
I also understand that I must bear the economic risk of ownership
of any of the Wasatch Web shares for a long period of time, the minimum of
which will be one (1) year, as these shares are "unregistered" shares and may
not be sold unless any subsequent offer or sale is registered with the United
States Securities and Exchange Commission or otherwise exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), or other applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided to ▇▇▇▇▇
for use by Wasatch Web as they are made to induce you to issue me the shares
of Wasatch Web under the Plan, and I further represent (of my personal
knowledge or by virtue of my reliance on one or more personal
representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered shares" and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares being
acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Wasatch Web, all shares of Wasatch Web to be issued and delivered to me in
exchange for my shares of ▇▇▇▇▇ shall be represented by one stock certificate
only and which such stock certificate shall be imprinted with the following
legend or a reasonable facsimile thereof on the front and reverse sides
thereof:
The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold
pursuant to Rule 144 under the Securities Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Wasatch Web will attempt to
accommodate any stockholders' request where Wasatch Web views the request is
made for valid business or personal reasons so long as in the sole discretion
of Wasatch Web, the granting of the request will not facilitate a "public"
distribution of unregistered shares of common voting stock of Wasatch Web.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Date Name
10/6/03 /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Family Investments, LLC
10/6/03 /s/▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
10/6/03 /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Lighthouse Assoc.
10/6/03 /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Radion Energy
10/6/03 /s/
Risk Management
10/6/03 /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
10/6/03 /s/
Maasai, Inc.
10/6/03 /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
10/6/03 /s/▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
10/6/03 /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
10/6/03 /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
10/6/03 /s/▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
10/6/03 /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
10/6/03 /s/R. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Accounting
10/6/03 /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Merrell and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
10/6/03 /s/▇▇▇▇ ▇▇▇▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Seth and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
10/6/03 /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
10/6/03 /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
10/6/03 /s/
▇▇▇▇ ▇▇▇▇
10/6/03 /s/▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
10/2/03 /s/▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Consulting Service
Date Name
10/8/03 /s/▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Trust
10/7/03 /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
10/8/03 /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
10/9/03 /s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
10/9/03 /s/J. ▇▇▇▇▇▇ ▇▇▇▇▇▇
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇
10/9/03 /s/
Harmony Development, LLC
10/8/03 /s/▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
10/8/03 /s/▇▇▇▇▇ ▇▇▇▇
Physsyx, Ltd.
10/9/03 /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
EXHIBIT G
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Wasatch Web Advisors, Inc., a
Utah corporation ("Wasatch Web"), represents and warrants the following as
required by the Agreement and Plan of Reorganization (the "Reorganization
Agreement") between Wasatch Web and ▇▇▇▇▇ Technologies, Inc., a Utah
corporation ("▇▇▇▇▇"), and the stockholders of ▇▇▇▇▇ (the "▇▇▇▇▇
Stockholders"):
1. That he is the President of Wasatch Web and has been
authorized and empowered by its Board of Directors to execute and deliver this
Certificate to ▇▇▇▇▇ and the ▇▇▇▇▇ Stockholders.
2. Based on his personal knowledge, information, belief and
opinions of counsel for Wasatch Web regarding the Plan:
(i) All representations and warranties of Wasatch Web
contained within the Plan are true and correct;
(ii) Wasatch Web has complied with all terms and provisions
required of it pursuant to the Reorganization
Agreement; and
(iii) There have been no material adverse changes in the
financial position of Wasatch Web as set forth in its
audited financial statements for the years ended
December 31, 2002 and 2001, and its reviewed financial
statements for the period ended June 30, 2003, except
as set forth in Exhibit C to the Reorganization
Agreement.
WASATCH WEB ADVISORS, INC.
By/S/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Individually
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of ▇▇▇▇▇ Industries, Inc., a Utah
corporation ("▇▇▇▇▇"), represents and warrants the following as required by
the Agreement and Plan of Reorganization (the "Reorganization Agreement")
between ▇▇▇▇▇, its stockholders (the "▇▇▇▇▇ Stockholders") and Wasatch Web
Advisors, Inc., a Utah corporation ("Wasatch Web"):
1. That he is the President of ▇▇▇▇▇ and has been authorized
and empowered by its Board of Directors to execute and deliver this
Certificate to Wasatch Web.
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of ▇▇▇▇▇ contained
within the Plan are true and correct;
(ii) ▇▇▇▇▇ has complied with all terms and provisions
required of it pursuant to the Reorganization
Agreement; and
(iii) There have been no material adverse changes in the
financial position of ▇▇▇▇▇ as set forth in its
audited financial statements for the year ended
December 31, 2002, or its reviewed financial
statements for the period ended June 30, 2003, except
as set forth in Exhibit E to the Reorganization
Agreement..
▇▇▇▇▇ TECHNOLOGIES, INC.
By/S/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
/s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Individually
