EXHIBIT NO. 2
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REORGANIZATION AGREEMENT
Agreement dated as of December 31, 2000 between HelpCity, Inc., a Nevada
corporation (hereinafter called "HCI"), on the one hand, and XxxxXxxx.xxx, LLC
(hereinafter "LLC"), on the other hand.
1. THE REORGANIZATION.
1.1 Purchase and Sale Subject to the Terms and Conditions of this
Agreement. At the Effective Date to be held as provided in Section 2, HCI shall
exchange the HCI Shares (defined below) with XxxxXxxx.xxx, LLC and its Members
(collectively, hereinafter the "Membership Interest Holders"), and the
Membership Interest Holders shall acquire the HCI Shares from HCI, free and
clear of all Encumbrances other than restrictions imposed by Federal and State
securities laws.
1.2 Exchange Ratio. HCI will exchange 20,382,414 shares of its
restricted common stock (the "HCI Shares") for 20,382,414 membership interest
units of LLC, representing 100% of the issued and outstanding membership
interest units of LLC (the "Membership Interests"). Immediately subsequent to
the Effective Date, HCI shall be the sole Member of LLC. The HCI Shares shall be
issued and delivered to the Membership Interest Holders or assigns as set forth
in Exhibit "A" hereto.
2. THE CLOSING.
2.1 Place and Time. The exchange of the HCI Shares for the
Membership Interests (the "Effective Date") shall take place at Xxxxxx Law
Group, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX, 00000, before the
close of business (Orange County California time) on December 31, 2000 or at
such other place, date and time as the parties may agree in writing. The
Effective Date shall occur after approval of the Reorganization by the majority
in interest of Membership Interests of LLC.
2.2 Deliveries by the Membership Interests Holders. On the
Effective Date, the Membership Interest Holders shall deliver the following to
HCI:
a. Certificates or other evidence representing the Membership
Interests, duly endorsed for transfer to HCI; the Membership Interests Holders
shall immediately change those certificates for, and to deliver to HCI on the
Effective Date, a certificate representing the Membership Interests registered
in the name of HCI (without any legend or other reference to any Encumbrance
other than appropriate federal securities law limitations).
b. The documents contemplated by Section 3.
c. All other documents, instruments and writings required by this Agreement
to be delivered by the Membership Interest Holders at the Closing and any other
documents or records relating to LLC's business reasonably requested by HCI in
connection with this Agreement.
2.3 Deliveries by HCI. On the Effective Date, HCI shall deliver the
following to the Membership Interest Holders:
a. The HCI Shares as contemplated by Section 1.
b. The documents contemplated by Section 4.
c. All other documents, instruments and writings required by
this Agreement to be delivered by HCI on the Effective Date.
3. TERMINATION.
3.1 Termination. This Agreement may be terminated before the
Effective Date occurs only as follows:
a. By written agreement of the Membership Interest Holders
and HCI at any time.
b. By either the Membership Interest Holders or HCI, by
notice to the other at any time after December 31, 2000, if the transaction has
not been completed.
3.2 Effect of Termination. If this Agreement is terminated
pursuant to Section 3.1, this Agreement shall terminate without any liability or
further obligation of any party to another.
4. NOTICES. All notices, consents, assignments and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given when (a) delivered by hand, (b) sent by telex or facsimile (with receipt
confirmed), provided that a copy is mailed by registered mail, return receipt
requested, or (c) received by the delivery service (receipt requested), in each
case to the appropriate addresses, telex numbers and facsimile numbers set forth
below (or to such other addresses, telex numbers and facsimile numbers as a
party may designate as to itself by notice to the other parties).
(a) If to HelpCity, Inc.:
000 X. Xxxxxx Xxx., Xxxxx X
Xxx Xxxxx, XX 00000
Attn: Xxxxx Xxxx
Facsimile No.: (000) 000-0000
with a copy to:
c/o Cutler Law Group
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: M. Xxxxxxx Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
(b) If to the Membership Interest Holders:
XxxxXxxx.xxx, LLC
000 X. Xxxxxx Xxx., Xxxxx X
Xxx Xxxxx, XX 00000
Attn: Xxxxx Xxxx
Facsimile No.: (000) 000-0000
5. MISCELLANEOUS.
5.1 Captions. The captions in this Agreement are for convenience
of reference only and shall not be given any effect in the interpretation of
this agreement.
5.2 No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. Any waiver must be
in writing.
5.3 Exclusive Agreement; Amendment. This Agreement supersedes all
prior agreements among the parties with respect to its subject matter with
respect thereto and cannot be changed or terminated orally.
5.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.
5.5 Governing Law, Venue. This Agreement and (unless otherwise
provided) all amendments hereof and waivers and consents hereunder shall be
governed by the internal law of the State of California, without regard to the
conflicts of law principles thereof. Venue for any cause of action brought to
enforce any part of this Agreement shall be in Orange County, California.
5.6 Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
assigns, provided that neither party may assign its rights hereunder without the
consent of the other, provided that, after the Closing, no consent of LLC or the
Membership Interest Holders shall be needed in connection with any merger or
consolidation of HCI with or into another entity.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers, hereunto duly authorized, and entered
into as of the date first above written.
HELPCITY, INC.,
a Nevada corporation
/s/ Xxxxx Xxxx /s/ Xxxxx Xxxx
By: Xxxxx Xxxx, President By: Xxxxx Xxxx, Secretary & Treasurer
XXXXXXXX.XXX, LLC,
a California Limited Liability Company
/s/ Xxxxx Xxxx /s/ Xxxxx Xxxx
By: Xxxxx Xxxx, Manager By: Xxxxx Xxxx, Manager
/s/ Xxxxxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
By: Xxxxxxxxx Xxxxxx, Manager By: Xxxxxx Xxxxxx, Manager
/s/ Xxxxxxx Xxxx
By: Xxxxxxx Xxxx, Manager