EXHIBIT 2.2
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") entered
into as of this 3rd day of August, 1999, by and among xxXXxxx.xxx, inc., a
Florida corporation ("WHOODOO"), Paulo Mylla, Xxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx
Snew, Xxxxxxx Xxxxxxx, Xxxxxxxxx Xxxx, Xxxxxx Xxxxxxxxxx, Xxxxx Allossery,
Xxxxxxx X. Xxxxxx, Xxxxxx Xxxxxx, Latitude 32 Holdings, Ltd., Aberdeen Holdings
Limited, Xxxxx Resources Ltd., Gateway Research Management Group, Ltd., Iguana
Investments, Ltd., and Laiy Limited (collectively, the "SHAREHOLDERS" unless
otherwise referred to individually) Greystone Credit, Inc., a Florida
corporation (the "BUYER") and J. Xxxx Xxxxx ("XXXXX"). WHOODOO, the
SHAREHOLDERS, the BUYER and XXXXX are referred to collectively herein as the
"PARTIES."
WHEREAS, the BUYER wishes to acquire 100% of the issued and outstanding
capital stock of WHOODOO in a tax-free reorganization pursuant to Section
368(a)(1)(B) of the Internal Revenue Code (the "Code");
WHEREAS, XXXXX is a party to this Agreement solely for the purpose of
verifying the representations and warranties contained in Section 3; and
WHEREAS, this Agreement provides for various rights and
responsibilities.
NOW, THEREFORE, in consideration of the mutual promises made herein,
and in consideration of the representations, warranties, and covenants contained
herein, the PARTIES agree as follows:
1. PURCHASE OF WHOODOO COMMON STOCK. On and subject to the terms and
conditions of this Agreement, the BUYER shall purchase all of the issued and
outstanding common stock of WHOODOO from the SHAREHOLDERS in exchange for the
greater of (a) 92% of the outstanding and issued shares of BUYER's common stock,
or (b) 18,500,000 shares of the BUYER's common stock. The number of shares of
the BUYER to be issued to each of the SHAREHOLDERS is reflected on SCHEDULE 1.
2. THE CLOSING. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Xxxxxxx Xxxxxx,
P.A., 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxx, Xxxx Xxxx Xxxxx, Xxxxxxx 00000 at 9:30
a.m., local time, on the 3rd day of August, 1999, subject to the satisfaction or
waiver of all conditions to the obligation of the PARTIES to consummate the
transactions contemplated hereby (other than conditions with respect to actions,
the respective PARTIES will take at the Closing itself), or such other date as
the PARTIES may mutually determine (either the "Closing" or the "Closing Date").
At the Closing, the PARTIES shall deliver to each other the various stock
certificates with medallion guarantees, instruments and documents referred to in
this Agreement. At or prior to the Closing, the officers and directors of the
BUYER shall resign and appoint designees of the SHAREHOLDERS.
3. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The BUYER and XXXXX
represent and warrant to WHOODOO and the SHAREHOLDERS that to their knowledge
the statements contained in this Section 3 are correct and complete as of the
date of this Agreement and shall be correct and complete as of the Closing Date.
(a) ORGANIZATION OF THE BUYER. The BUYER is a corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation. The BUYER is duly authorized to
conduct business and is in good standing under the laws of each
jurisdiction where such qualification is required except where the
failure to so qualify would not have a material adverse effect upon the
BUYER. SCHEDULE 3(A) lists the directors and officers of the BUYER. The
BUYER has delivered to WHOODOO and the SHAREHOLDERS correct and
complete copies of the charter and bylaws of the BUYER. The minute
books (containing the records and meetings of the stockholders, the
board of directors, and any committees of the board of directors), the
stock certificate books and the stock record books of the BUYER are
correct and complete. The BUYER is not in default under or in violation
of any provision of its charter or bylaws.
(b) AUTHORIZATION OF TRANSACTION. The BUYER has the full power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. Subject to
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execution, delivery and authorization of WHOODOO and the SHAREHOLDERS
this Agreement constitutes the valid and legally binding obligation of
the BUYER and XXXXX, enforceable in accordance with its terms and
conditions. The BUYER and XXXXX need not give any notice to, make any
filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the
transactions contemplated by this Agreement.
(c) CAPITALIZATION.
(i) The authorized capital stock of the BUYER
consists of 50,000,000 shares of common stock of which
22,500,000 shares are outstanding. All of the issued and
outstanding shares are validly issued and are fully paid,
non-assessable and free of preemptive rights.
(ii) There are (A) no outstanding subscriptions,
options, calls, contracts, commitments, understandings,
restrictions, arrangements, rights or warrants, including any
right of conversion or exchange under any outstanding
security, instrument or other agreement and also including any
rights plan or other anti-takeover agreement, obligating the
BUYER to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of the capital stock of
the BUYER or obligating the BUYER to grant, extend or enter
into any agreement or commitment, and (B) no voting trusts,
proxies or other agreements or understandings to which the
BUYER is a party or is bound with respect to the voting of any
shares of capital stock of the BUYER. The shares issued to the
SHAREHOLDERS will be as of the Closing duly authorized,
validly issued, fully paid and non-assessable and free of
preemptive rights and liens or security interests.
(d) SUBSIDIARIES. The BUYER has no subsidiaries and does not
own any interest in any corporation, partnership, joint venture,
limited liability company, association, trust or entity.
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(e) NON-CONTRAVENTION. Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions
contemplated hereby, will (i) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court
to which the BUYER is subject or, (ii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify, or
cancel, or require any notice under, any agreement, contract, lease,
license, instrument, or other arrangement to which the BUYER is a party
or by which it is bound or to which any of its assets is subject.
(f) BROKERS' FEES. The BUYER and XXXXX have no liability or
obligation to pay any fees or commissions to any broker, finder, or
agent with respect to the transactions contemplated by this Agreement
for which WHOODOO or the SHAREHOLDERS could become liable or obligated.
(g) INVESTMENT. Each of the SHAREHOLDERS (i) understands that
the BUYER's common stock has not been, and will not be, registered
under the Securities Act of 1933 or under any state securities laws,
and is being offered and transferred in reliance upon federal and state
exemptions for transactions not involving any public offering, (ii) is
acquiring the common stock solely for his own account for investment
purposes, and not with a view to the distribution thereof, (iii) is a
sophisticated investor with knowledge and experience in business and
financial matters and has had the opportunity to obtain additional
information as desired in order to evaluate the merits and the risks
inherent in holding the common stock and (iv) is able to bear the
economic risk and lack of liquidity inherent in holding the common
stock.
(h) NO ASSETS OR LIABILITIES. The BUYER has no assets, either
owned or leased and has no liabilities.
(i) NO OPERATIONS. The BUYER has never in any way conducted
business or operations or incurred any liabilities.
(j) DISCLOSURE. The representations and warranties contained
in this Section 3 do
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not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements and
information contained in this Section 3 not misleading.
4. REPRESENTATIONS AND WARRANTIES OF WHOODOO AND THE SHAREHOLDERS:
WHOODOO and the SHAREHOLDERS represent and warrant to the BUYER that the
statements contained in this Section 4 are to their knowledge correct and
complete as of the date of this Agreement and will be correct and complete as of
the Closing Date.
(a) ORGANIZATION OF WHOODOO. WHOODOO is a corporation duly
organized, validly existing, and in good standing under the laws of the
State of Florida. WHOODOO is duly authorized to conduct business and is
in good standing under the laws of each respective jurisdiction where
such qualification is required. WHOODOO has delivered to the BUYER
correct and complete copies of the charter and bylaws of WHOODOO (as
amended to date). WHOODOO is not in default under or in violation of
any provision of its charter or bylaws.
(b) AUTHORIZATION OF TRANSACTION. WHOODOO has the full power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. Subject to execution, delivery and authorization
of the BUYER and XXXXX, this Agreement constitutes the valid and
legally binding obligation of WHOODOO and the SHAREHOLDERS, enforceable
in accordance with its terms and conditions. WHOODOO and the
SHAREHOLDERS need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions
contemplated by this Agreement.
(c) CAPITALIZATION.
(i) The authorized capital stock of WHOODOO consists
of 2,500 shares of common stock, $1.00 par value, of which
284.1715 shares are outstanding as of the date of this
Agreement. All of the issued and outstanding shares of common
stock are validly issued and are fully paid, non-assessable
and free of preemptive rights. The number of shares of WHOODOO
owned by each of the SHAREHOLDERS is
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reflected on SCHEDULE 4(C).
(ii) As of the date hereof, there are (A) no
outstanding subscriptions, options, calls, contracts,
commitments, understandings, restrictions, arrangements,
rights or warrants, including any right of conversion or
exchange under any outstanding security, instrument or other
agreement and also including any rights plan or other
anti-takeover agreement, obligating WHOODOO to issue, deliver
or sell, or cause to be issued, delivered or sold, additional
shares of common stock or obligating WHOODOO to grant, extend
or enter into any agreement or commitment and (B) no voting
trusts, proxies or other agreements or understandings to which
WHOODOO is a party or is bound with respect to the voting of
any shares of common stock. The shares of common stock to be
issued to the BUYER will be as of the Closing duly authorized,
validly issued, fully paid and non-assessable and free of
preemptive rights.
(d) NON-CONTRAVENTION. Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions
contemplated hereby, will (i) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court
to which WHOODOO or the SHAREHOLDERS are subject or, (ii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under, any
agreement, contract, lease, license, instrument, or other arrangement
to which WHOODOO or the SHAREHOLDERS are a party or by which either is
bound or to which any of either's assets is subject.
(e) BROKERS' FEES. WHOODOO and the SHAREHOLDERS have no
liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated by this
Agreement for which the BUYER could become liable or obligated.
(f) SUBSIDIARIES. WHOODOO has no subsidiaries and does not own
any interest in any corporation, partnership, joint venture, limited
liability company, association,
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trust or entity.
(g) ABSENCE OF UNDISCLOSED LIABILITIES. WHOODOO did not have
at June 30, 1999, and has not incurred since that date, any liabilities
or obligations (whether absolute, accrued, contingent or otherwise) of
any nature, except: (A) liabilities, obligations or contingencies which
were incurred after June 30, 1999 and were incurred in the ordinary
course of business and consistent with past practices; and (B)
liabilities, obligations or contingencies which (1) would not, in the
aggregate, have a material adverse effect on WHOODOO, or (2) have been
discharged or paid in full prior to the date hereof;
(h) DISCLOSURE. The representations and warranties contained
in this Section 4 do not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements and information contained in this Section 4 not misleading.
5. PRE-CLOSING COVENANTS. The PARTIES agree as follows with respect to
the period between the execution of this Agreement and the Closing:
(a) GENERAL. Each of the PARTIES will use his or its
reasonable best efforts to take all action and to do all things
necessary, proper, or advisable in order to consummate and make
effective the transactions contemplated by this Agreement (including
satisfaction, but not waiver, of the closing conditions set forth in
Section 7 below).
(b) NOTICES AND CONSENTS. Each of the PARTIES will give any
notices to, make any filings with, and use its reasonable best efforts
to obtain any authorizations, consents, and approvals of governments
and governmental agencies in connection with the matters referred to in
Section 3 and Section 4 above.
(c) NOTICE OF DEVELOPMENTS. Each Party will give prompt
written notice to the others of any material adverse development
causing a breach of any of his or its own representations and
warranties in Section 3 or 4 above. No disclosure by any Party pursuant
to
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this Section 5(c), however, shall be deemed to amend or supplement
any Schedule (except to the extent that this Agreement is specifically
amended) or to prevent or cure any misrepresentation, breach of
warranty, or breach of covenant.
6. POST-CLOSING COVENANTS. The PARTIES agree with respect to the period
following the Closing that in case at any time any further action is necessary
to carry out the purposes of this Agreement, each of the PARTIES will take such
further action (including the execution and delivery of such further instruments
and documents) as any other Party reasonably may request, all at the sole cost
and expense of the requesting Party (unless the requesting Party is entitled to
indemnification therefor under Section 8 below).
7. CONDITIONS TO OBLIGATION TO CLOSE.
(a) CONDITIONS TO OBLIGATION OF WHOODOO AND THE SHAREHOLDERS.
The obligation of WHOODOO and the SHAREHOLDERS to consummate the
transactions to be performed by each in connection with the Closing is
subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in
Section 3 above shall be true and correct in all material
respects at and as of the Closing Date;
(ii) the BUYER and XXXXX shall have performed and
complied with all of their covenants hereunder in all material
respects through the Closing;
(iii) no action, suit, or proceeding shall be pending
or threatened before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would
(A) prevent consummation of any of the transactions
contemplated by this Agreement, (B) cause any of the
transactions contemplated by this Agreement to be rescinded
following consummation, (C) affect adversely the right of the
SHAREHOLDERS to own the BUYER's common stock and to control
the
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BUYER, or (D) affect adversely the right of the BUYER to own
its assets and to operate its business (and no such
injunction, judgment, order, decree, ruling, or charge shall
be in effect);
(iv) the BUYER shall have delivered to WHOODOO and
the SHAREHOLDERS those documents or items required to be
delivered as listed in SCHEDULE 7(A)(IV).
(v) the BUYER and XXXXX shall have delivered to
WHOODOO and the SHAREHOLDERS a certificate to the effect that
each of the conditions specified above in Section 7(a)(i)-(iv)
is satisfied in all respects;
(vi) WHOODOO and the SHAREHOLDERS shall have
completed such due diligence concerning the business,
financial condition, management and the future prospects of
the BUYER as they in their sole discretion deem advisable; and
(vii) all actions to be taken by the BUYER and XXXXX
in connection with consummation of the transactions
contemplated hereby and all certificates, opinions,
instruments, and other documents required to effect the
transactions contemplated hereby shall be satisfactory in form
and substance to WHOODOO and the SHAREHOLDERS.
WHOODOO and the SHAREHOLDERS may waive any condition specified in this
Section 7(a) if each executes a writing so stating at or prior to the Closing.
(b) CONDITIONS TO OBLIGATION OF THE BUYER. The obligation of
the BUYER to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:
(i) the representations and warranties set forth in
Section 4 above shall be true and correct in all material
respects at and as of the Closing Date;
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(ii) WHOODOO and the SHAREHOLDERS shall have
performed and complied with all of their covenants hereunder
in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending
or threatened before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would
(A) prevent consummation of any of the transactions
contemplated by this Agreement or (B) cause any of the
transactions contemplated by this Agreement to be rescinded
following consummation (and no such injunction, judgment,
order, decree, ruling, or charge shall be in effect);
(iv) WHOODOO and/or the SHAREHOLDERS have delivered
to BUYER and/or XXXXX those documents or items required to be
delivered.
(v) WHOODOO shall have delivered to the BUYER and
XXXXX a certificate to the effect that each of the conditions
specified above in Section 7(b)(i)-(iv) is satisfied in all
respects; and
(vi) all actions to be taken by WHOODOO and the
SHAREHOLDERS in connection with consummation of the
transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect
the transactions contemplated hereby shall be reasonably
satisfactory in form and substance to the BUYER.
The BUYER and XXXXX may waive any condition specified in this Section
7(b) if they each execute a writing so stating at or prior to the
Closing.
8. POST CLOSING COVENANTS.
If the Company's common stock has not commenced trading on the "pink
sheets" or
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its electronic trading facility within 30 days of the Closing, the Company shall
issue to Aberdeen Holdings Limited, Xxxxx Resources Ltd., Gateway Research
Management Group, Ltd., Iguana Investments, Ltd., and Laiy Limited
(collectivelly referred to as the "LOM Deginees") an aggregate of 160,714 shares
of the Company's common stock.
9. REMEDIES FOR BREACHES OF THIS AGREEMENT.
(a) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties of the PARTIES contained in this
Agreement shall survive the Closing hereunder and continue in full
force and effect for a period of two years (subject to any applicable
statutes of limitations).
(b) INDEMNIFICATION PROVISIONS FOR BENEFIT OF CERTAIN PARTIES.
In the event any of the PARTIES (the "Indemnifying Parties") breaches
(or in the event any third party alleges facts that, if true, would
mean any of the Indemnifying Parties has breached) any of their
representations, warranties, and covenants contained herein and
provided that the affected parties (the "Indemnified Parties") make a
written claim for indemnification against the Indemnifying Parties,
then the Indemnifying Parties agree to indemnify from and against the
entirety of any adverse consequences the Indemnified Parties may suffer
through and after the date of the claim for indemnification resulting
from, arising out of, relating to, in the nature of, or caused by the
breach (or the alleged breach).
(c) MATTERS INVOLVING THIRD PARTIES.
(i) If any third party shall notify any of the
Indemnified Parties with respect to any matter (a "Third Party
Claim") which may give rise to a claim for indemnification
against any Indemnified Party under this Section 9, then the
Indemnified Party shall promptly notify each Indemnifying
Party thereof in writing; provided, however, that no delay on
the part of the Indemnified Party in notifying any
Indemnifying Party shall relieve the Indemnifying Party from
any obligation hereunder unless (and then solely to the
extent) the Indemnified Party thereby is prejudiced.
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(ii) Any Indemnifying Party shall have the right to
defend the Indemnified Party against the Third Party Claim
with counsel of its choice satisfactory to the Indemnified
Party so long as (A) the Indemnifying Party notifies the
Indemnified Party in writing within 10 days after the
Indemnified Party has given notice of the Third Party Claim
that the Indemnifying Party shall indemnify the Indemnified
Party from and against the entirety of any adverse
consequences the Indemnified Party may suffer as provided in
Section 9(b)(i) or (ii), (B) the Indemnifying Party provides
the Indemnified Party with evidence acceptable to the
Indemnified Party that the Indemnifying Party shall have the
financial resources to defend against the Third Party Claim
and fulfill its indemnification obligations hereunder, (C) the
Third Party Claim involves only money damages and does not
seek an injunction or other equitable relief, (D) settlement
of, or an adverse judgment with respect to, the Third Party
Claim is not, in the good faith judgment of the Indemnified
Party, likely to establish a precedential custom or practice
materially adverse to the continuing business interests of the
Indemnified Party, and (E) the Indemnifying Party conducts the
defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting
the defense of the Third Party Claim in accordance with
Section 9(c)(ii) above, (A) the Indemnified Party may retain
separate co-counsel at its sole cost and expense and
participate in the defense of the Third Party Claim, (B) the
Indemnified Party shall not consent to the entry of any
judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of the
Indemnifying Party (not to be withheld unreasonably), and (C)
the Indemnifying Party shall not consent to the entry of any
judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of the
Indemnified Party (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section
9(c)(ii) above is or becomes unsatisfied, however, (A) the
Indemnified Party may defend against, and consent to the entry
of any judgment or enter into any settlement with respect to,
the
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Third Party Claim in any manner it may deem appropriate (and
the Indemnified Parties need not consult with, or obtain any
consent from, any Indemnifying Parties in connection
therewith), (B) the Indemnifying Parties shall reimburse the
Indemnified Party promptly and periodically for the costs of
defending against the Third Party Claim (including reasonable
attorneys' fees and expenses), and (C) the Indemnifying
Parties shall remain responsible for any adverse consequences
the Indemnified Party may suffer resulting from, arising out
of, relating to, in the nature of, or caused by the Third
Party Claim to the fullest extent provided in this Section 9.
(d) DETERMINATION OF ADVERSE CONSEQUENCES. The PARTIES shall
take into account the time cost of money (using the Citibank N.A.
publicly announced prime rate as the discount rate) in determining
adverse consequences for purposes of this Section 9.
(e) OTHER INDEMNIFICATION PROVISIONS. The foregoing
indemnification provisions are in addition to, and not in derogation
of, any statutory, equitable, or common law remedy any Party may have
for breach of representation, warranty, or covenant.
10. TERMINATION.
(a) TERMINATION OF AGREEMENT. This Agreement shall terminate
at 5:00 p.m. Miami time on the 90th days following the Closing if the
Company's common stock has not commenced trading on the pink sheets or
its electronic trading facility. Upon termination pursuant to this
Section 10(a), the shares of the Company's common stock issued to the
LOM Designees pursuant to this Agreement shall be cancelled, and the
Company shall issue to Lines Overseas Management, Ltd., as agent for
the LOM Designees, a promissory note for $311,000 (the "Note"). Such
Note shall (i) be payable six months from the date of issuance, (ii)
accrue interest at the rate of 14% per annum until fully paid, and
(iii) be secured by the assets of the Company purchased pursuant to
that certain Asset Purchase Agreement between the Company and BGS
(Southwest Florida), Inc. executed on the Closing Date. The Company
shall deliver the Note in exchange for the shares of common stock
issued to the LOM Designees which are not held in escrow.
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(b) EFFECT OF TERMINATION. If any Party terminates this
Agreement pursuant to Section 10 above, all rights and obligations of
the PARTIES hereunder shall terminate without any liability of any
Party to any other Party (except for any liability of any Party then in
breach and except as provided in Section 10(a)).
11. MISCELLANEOUS.
(a) PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. No Party shall
issue any press release, make any public announcement or otherwise
disclose any information relating to the subject matter of this
Agreement prior to the Closing without the prior written approval of
the other PARTIES. The PARTIES may also make disclosure to attorneys,
accountants and financial advisors acting on their respective behalf.
WHOODOO may also refer to this agreement in any disclosure document
that it gives to prospective investors.
(b) NO THIRD-PARTY BENEFICIARIES. This Agreement shall not
confer any rights or remedies upon any Person other than the PARTIES
and their respective successors and permitted assigns.
(c) EXPENSES. Each of the PARTIES to this transaction shall
bear his or its own costs and expenses (including legal fees and
expenses) incurred in connection with this Agreement and the
transactions contemplated hereby except to the extent this Agreement
provides otherwise.
(d) CONSTRUCTION. The PARTIES have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the PARTIES and no presumption or
burden of proof shall arise favoring or disfavoring any Party by virtue
of the authorship of any of the provisions of this Agreement. Any
reference to any federal, state,
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local, or foreign statute or law shall be deemed also to refer to all
rules and regulations promulgated thereunder, unless the context
requires otherwise. The word "including" shall mean including without
limitation. The PARTIES intend that each representation, warranty, and
covenant contained herein shall have independent significance. If any
Party has breached any representation, warranty, or covenant contained
herein in any respect, the fact that there exists another
representation, warranty, or covenant relating to the same subject
matter (regardless of the relative levels of specificity) which the
Party has not breached shall not detract from or mitigate the fact that
the Party is in breach of the first representation, warranty, or
covenant.
(e) SPECIFIC PERFORMANCE. Each of the PARTIES acknowledges and
agrees that the other PARTIES would be damaged irreparably in the event
any of the provisions of this Agreement are not performed in accordance
with their specific terms or otherwise are breached. Accordingly, each
of the PARTIES agrees that the other PARTIES shall be entitled, without
the necessity of pleading or proving irreparable harm or lack of an
adequate remedy at law, to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any
action instituted in any court of the United States or any state
thereof having jurisdiction over the PARTIES and the matter in addition
to any other remedy to which they may be entitled, at law or in equity.
(f) SEVERABILITY. In the event any parts of this Agreement are
found to be void, the remaining provisions of this Agreement shall
nevertheless be binding with the same effect as though the void parts
were deleted.
(g) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. The
execution of this Agreement may be by actual or facsimile signature.
(h) BENEFIT. This Agreement shall be binding upon and inure to
the benefit of the PARTIES hereto and their legal representatives,
successors and assigns.
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(i) NOTICES AND ADDRESSES. All notices, offers, acceptance and
any other acts under this Agreement (except payment) shall be in
writing, and shall be sufficiently given if delivered to the addressees
in person, by Federal Express or similar receipted delivery, by
facsimile delivery or, if mailed, postage prepaid, by certified mail,
return receipt requested, as follows:
The BUYER and XXXXX: Mr. J. Xxxx Xxxxx
Ship Island Investments
Suite 500
000 Xxxxxxxx Xxx. X.
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
WHOODOO: Mr. Paulo Mylla
0000 Xxxxx Xxxxxx Xxx
Xxxxxx, Xxxxxxx 00000
With a copy to: Xxxxxxx X. Xxxxxx, Esq.
Xxxxxxx Xxxxxx, P.A.
0000 Xxxx Xxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Facsimile (000) 000-0000
or to such other address as any of them, by notice to the other may
designate from time to time. The transmission confirmation receipt from
the sender's facsimile machine shall be conclusive evidence of
successful facsimile delivery. Time shall be counted to, or from, as
the case may be, the delivery in person or by mailing.
(j) ATTORNEY'S FEES. In the event that there is any
controversy or claim arising out of or relating to this Agreement, or
to the interpretation, breach or enforcement thereof, and
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any action or proceeding including an arbitration proceeding is
commenced to enforce the provisions of this Agreement, the prevailing
parties shall be entitled to an award by the court or arbitrator, as
appropriate, of reasonable attorney's fees, costs and expenses.
(k) ORAL EVIDENCE. This Agreement constitutes the entire
Agreement between the parties and supersedes all prior oral and written
agreements between the parties hereto with respect to the subject
matter hereof. Neither this Agreement nor any provision hereof may be
changed, waived, discharged or terminated orally, except by a statement
in writing signed by the party or parties against which enforcement or
the change, waiver discharge or termination is sought.
(l) GOVERNING LAW. This Agreement and any dispute,
disagreement, or issue of construction or interpretation arising
hereunder whether relating to its execution, its validity, the
obligations provided herein or performance shall be governed or
interpreted according to the internal laws of the State of Florida
without regard to choice of law considerations.
The decision and award made by the arbitrator shall be final, binding
and conclusive on all parties hereto for all purposes, and judgment may
be entered thereon in any court having jurisdiction thereof.
(m) SECTION OR PARAGRAPH HEADINGS. Section headings herein
have been inserted for reference only and shall not be deemed to limit
or otherwise affect, in any matter, or be deemed to interpret in whole
or in part any of the terms or provisions of this Agreement.
IN WITNESS WHEREOF the parties hereto have set their hand and seals as
of the date first above written.
WITNESSES: GREYSTONE CREDIT, INC.
By:
--------------------------------------
J. Xxxx Xxxxx, President
17
By:
--------------------------------------
J. Xxxx Xxxxx, Individually
XXXXXXX.XXX, INC.
By:
--------------------------------------
Paulo Mylla, President
SHAREHOLDERS
--------------------------------------
Paulo Mylla, individually
--------------------------------------
Xxxxx Xxxxx, individually
--------------------------------------
Xxxxx Xxxxx, individually
--------------------------------------
Xxxxxx Snew, individually
18
--------------------------------------
Xxxxxxx Xxxxxxx, individually
--------------------------------------
Xxxxxxxxx Xxxx, individually
--------------------------------------
Xxxxxx Xxxxxxxxxx, individually
--------------------------------------
Xxxxx Allossery, individually
--------------------------------------
Xxxxxxx X. Xxxxxx, individually
--------------------------------------
LATITUDE 32 HOLDINGS, LTD.
--------------------------------------
By: , President
19
ABERDEEN HOLDINGS LIMITED, LTD.
--------------------------------------
By: Xxxxxxx Xxxxxx, Director
XXXXX RESOURCES LTD.
--------------------------------------
By: Xxxxxx Xxxxxxx, Director
GATEWAY RESEARCH MANAGEMENT GROUP, LTD.
--------------------------------------
By: Xxxxx Xxxxxx, Director
IGUANA INVESTMENTS, LTD.
--------------------------------------
By: Xxxxx Xxxxxxx, Director
20
LAIY LIMITED
--------------------------------------
By: Xxxxxxx Xxxxxxx, Director
21
SCHEDULE 1
TO THE
AGREEMENT AND PLAN OF REORGANIZATION
Each share of xxXXxxx.xxx, a Florida corporation, will be converted to one
fully-paid and non-assessable share of Greystone Credit, Inc., a Florida
corporation
NAME SHARES TO BE SURRENDERED SHARES TO BE RECEIVED IN
IN XXXXXXX.XXX, GREYSTONE CREDIT, INC.
A FLORIDA CORPORATION A FLORIDA CORPORATION
--------------------------------------- ------------------------ ------------------------
Paulo Mylla 8,595,000 8,595,000
Xxxxx Xxxxx 2,530,000 2,530,000
Xxxxx Xxxxx 100,000 100,000
Xxxxxx Snew 30,000 30,000
Xxxxxxx Xxxxxxx 30,000 30,000
Xxxxxxxxx Xxxx 10,000 10,000
Xxxxxx Xxxxxxxxxx 200,000 200,000
Xxxxx Allossery 200,000 200,000
Xxxxxxx X. Xxxxxx 100,000 100,000
Latitude 32 Holdings, Ltd. 920,000 920,000
Aberdeen Holdings Limited 87,500 87,500
Xxxxx Resources Ltd. 87,500 87,500
Gateway Research Management Group, Ltd. 87,500 87,500
Iguana Investments, Ltd. 87,500 87,500
Laiy Limited 87,500 87,500
SCHEDULE 3(A)
TO THE
AGREEMENT AND PLAN OF REORGANIZATION
Sole Director J. Xxxx Xxxxx
President J. Xxxx Xxxxx
Secretary J. Xxxx Xxxxx
Treasurer J. Xxxx Xxxxx
2
SCHEDULE 4(C)
TO THE
AGREEMENT AND PLAN OF REORGANIZATION
NAME NUMBER OF SHARES
---- ----------------
Paulo Mylla 8,595,000
Xxxxx Xxxxx 2,530,000
Xxxxx Xxxxx 100,000
Xxxxxx Snew 30,000
Xxxxxxx Xxxxxxx 30,000
Xxxxxxxxx Xxxx 10,000
Xxxxxx Xxxxxxxxxx 200,000
Xxxxx Allossery 200,000
Xxxxxxx X. Xxxxxx 100,000
Xxxxxx Xxxxxx 10,000
Latitude 32 Holdings, Ltd. 920,000
Aberdeen Holdings Limited 87,500
Xxxxx Resources Ltd. 87,500
Gateway Research Management Group, Ltd. 87,500
Iguana Investments, Ltd. 87,500
Laiy Limited 87,500
3
SCHEDULE 7(A)(IV)
TO THE
AGREEMENT AND PLAN OF REORGANIZATION
Greystone Audited Financials
Greystone Certificate of Good Standing
Evidence of Receipt of Payment of $50,000 by J. Xxxx Xxxxx
Stock Transfer Records Indicating Registered Shareholders of Greystone
Delivery of $1,500,000 Shares from ________ Xxxxxx to L.O.M. Designees
Option for $1,999,998 Shares of Greystone from Ship Island to L.O.M.
Designees
Greystone Board Consent to the Reorganization
Xxxx Xxxxx Resignation from Greystone
Officers Certificate from Greystone Representing that all the conditions
in Sections 7(a)(i)-(iv) have been complied with
The same representation from Xxxx Xxxxx Individually
4
