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Agreement and Plan of Reorganization

This is an actual contract by Vertical Computer Systems.

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Sectors: Services
Effective Date: April 06, 2000
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THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is entered into this 6th of April, 2000, by and among VERTICAL COMPUTER SYSTEMS, INC. , a Delaware corporation (hereinafter referred to as "Buyer"); and ANTHONY DEMINT or his assigns (hereinafter collectively referred to as "Seller"), being sole shareholder of SCIENTIFIC FUEL TECHNOLOGY, INC., a Nevada corporation (hereafter referred to as "Company").


WHEREAS, Seller is the owner of record and beneficially owns Ten Million (10,000,000) shares of the issued and outstanding shares of Common Stock of the Company (the "Shares"); and


WHEREAS, the Shares represent 100% of all the issued and outstanding shares of the Company; and


WHEREAS, Seller desires to sell all of the Shares to Buyer, and Buyer desires to purchase the Shares, upon the terms and conditions set forth herein;


WHEREAS, the parties intend that the exchange of Shares for shares of Buyer's common stock, as contemplated herein, qualify as a tax free transaction under Section 368 of the Internal Revenue Code;


NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, and subject to the accuracy of the representations and warranties of the parties, the parties hereto agree as follows:


I.


SALE AND PURCHASE OF THE SHARES


1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof, at the Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller, the Shares, which constitute 100% of the issued and outstanding Shares of Common Stock of the Company.


1.2 CLOSING. The purchase shall be consummated at a closing ("Closing") to take place at 10:00 o'clock a.m., at the offices of Buyer's counsel on April 6, 2000 ("Closing Date").


1.3 PURCHASE PRICE. The aggregate purchase price ("Purchase Price") for the Shares shall be Two Million (2,000,000) shares of common stock of the Buyer ("Buyer Shares"). The purchase price shall be paid at Closing by issuance and delivery of Buyer's Shares to Seller against receipt of certificates representing the Shares, duly endorsed for transfer to Buyer.


II.


REPRESENTATIONS AND WARRANTIES


2.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Each Seller represents and warrants to Buyer as follows:


(a) TITLE TO THE SHARES. At Closing, Seller shall own of record and
beneficially the number of the Shares listed in Exhibit "A", of the
Company, free and clear of all liens, encumbrances, pledges, 2
claims, options, charges and assessments of any nature whatsoever, with
full right and lawful authority to transfer the Shares to Buyer. No person
has any preemptive rights or rights of first refusal with respect to any
of the Shares. There exists no voting agreement, voting trust, or
outstanding proxy with respect to any of the Shares. There are no
outstanding rights, options, warrants, calls, commitments, or any other
agreements of any character, whether oral or written, with respect to the
Shares.


(b) AUTHORITY. Seller has full power and lawful authority to execute
and deliver the Basic Agreements and to consummate and perform the
Transactions contemplated thereby. The Basic Agreements constitute (or
shall, upon execution, constitute) valid and legally binding obligations
upon Seller, enforceable in accordance with their terms. Neither the
execution and delivery of the Basic Agreements by Seller, nor the
consummation and performance of the Transactions contemplated thereby,
conflicts with, requires the consent, waiver or approval of, results in a
breach of or default under, or gives to others any interest or right of
termination, cancellation or acceleration in or with respect to, any
agreement by which Seller is a party or by which Seller or the Company or
any of his respective properties or assets are bound or affected.


2.2. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller and Company as follows:


(a) ORGANIZATION. The Buyer is a corporation duly incorporated,
validly existing and in good standing under the laws of the state of
Delaware. The Buyer has all requisite corporate power and authority to
own, lease and operate its properties and to carry on its business. The
Buyer is duly qualified and in good standing as a foreign corporation in
each jurisdiction where its ownership of property or operation of its
business requires qualification.


(b) AUTHORIZED CAPITALIZATION. The authorized common stock
capitalization of the Buyer at Closing will consist of One Billion
(1,000,000,000) shares of Common Stock, $.0001 par value, of which Seven
Hundred Thirty-Three Million Four Hundred Forty-Two Thousand, Five Hundred
Twenty (733,442,520) shares will be issued and outstanding. All shares
have been duly authorized, validly issued, are fully paid and
nonassessable with no personal liability attaching to the ownership
thereof and were offered, issued, sold and delivered by the Buyer in
compliance with all applicable state and federal laws. Buyer is not a
party to and is not bound by any agreement, contract, arrangement or
understanding, whether oral or written, giving any person or entity any
interest in, or any right to share, participate in or receive any portion
of, the Buyer's income, profits or assets, or obligating the Buyer to
distribute any portion of its income, profits or assets.


(c) AUTHORITY. Buyer has full power and lawful authority to execute
and deliver this Agreement and to consummate and perform the Transaction
contemplated thereby. This Agreement constitutes (or shall, upon
execution, constitute) valid and legally binding obligations upon Buyer,
enforceable in accordance with their terms. Neither the execution and
delivery of this Agreement by Buyer, nor the consummation and performance
of the Transactions contemplated thereby, conflicts with, requires the
consent, waiver or approval of, results in a breach of or default under,
or gives to others any interest or right of termination, cancellation or
acceleration in or with respect to, any agreement by which Buyer is a
party or by which Buyer or any of its respective properties or assets are
bound or affected.


(d) BUYER'S FINANCIAL STATEMENTS. The Buyer's unaudited Financial
Statements are complete, were prepared in accordance with generally
accepted accounting principles applied on a basis consistent with prior
periods and fairly present the financial position of the Buyer as of
December 31, 1999.


-2- 3
(e) NO UNDISCLOSED LIABILITIES. Buyer is not aware of any material
liabilities for which the Buyer is liable or will become liable in the
future which are not reflected in the Buyer's financial statements.


(f) TAXES. Buyer has filed all federal, state, local tax and other
returns and reports which were required to be filed with respect to all
taxes, levies, imposts, duties, licenses and registration fees, charges or
withholdings of every nature whatsoever ("Taxes"), and their exists a
substantial basis in law and fact for all positions taken in such reports.
No waivers of periods of limitation are in effect with respect to any
taxes arising from and attributable to the ownership of properties or
operations of the business of the Company.


(g) PROPERTIES. The Buyer has good and marketable title to all its
personal property, equipment, processes, patents, copyrights, trademarks,
franchises, licenses and other properties and assets (except for items
leased or licensed to the Buyer), including all property reflected in the
Buyer's Financial Statements (except for assets reflected therein which
have been sold in the normal course of its business where the proceeds
from such sale or other disposition have been properly accounted for in
the financial state
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