AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement")
among SYNTEC ACQUISITION CORPORATION, a Texas corporation
("Syntec"), MAYFORD ACQUISITION CORPORATION, a Delaware corporation
("Mayford") and the shareholder listed in Exhibit A hereof (the
"Shareholder"), being the owner of record of all the issued and
outstanding stock of Mayford.
Whereas, Syntec wishes to acquire and the Shareholder
wishes to transfer all of the issued and outstanding securities of
Mayford in a transaction intended to qualify as a reorganization
within the meaning of Section368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended (the "Exchange").
Now, therefore, Syntec, Mayford, and the Shareholder
adopts this plan of reorganization and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. The Shareholder agrees to
transfer to Syntec at the Closing (defined below) 5,000,000 shares
of common stock of Mayford, $0.0001 par value per share, in exchange
for an aggregate of 120,000 shares of Class A common stock of
Syntec, $.0001 par value per share.
1.2. EXCHANGE OF CERTIFICATES. The Shareholder
shall surrender certificate(s) representing all the outstanding
shares of Mayford common stock for cancellation to Syntec, and shall
receive in exchange a certificate or certificates representing the
number of full shares of Syntec common stock into which the shares
of Mayford common stock represented by the certificate(s) so
surrendered shall have been converted. The transfer of Mayford
shares by the Shareholder shall be effected by the delivery to
Syntec at the Closing of the certificate(s) representing the
transferred shares endorsed in blank or accompanied by stock powers
executed in blank.
1.3. FURTHER ASSURANCES. At the Closing and from
time to time thereafter, the Shareholder shall execute such
additional instruments and take such other action as Syntec may
request in order more effectively to sell, transfer, and assign the
transferred stock to Syntec and to confirm Syntec's title thereto.
2. CLOSING
2.1. DATE AND PLACE. The Closing contemplated
herein shall be held at the offices of the Exchange Agent provided
for herein without requiring the meeting of the parties hereof. All
proceedings to be taken and all documents to be executed at the
Closing shall be deemed to have been taken, delivered and executed
simultaneously, and no proceeding shall be deemed taken nor
documents deemed executed or delivered until all have been taken,
delivered and executed. The date of Closing may be accelerated or
extended by agreement of the parties.
2.2. EXECUTION OF DOCUMENTS. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or
transmission required by this Agreement or any signature required
thereon may be used in lieu of an original writing or transmission
or signature for any and all purposes for which the original could
be used, provided that such copy, facsimile telecommunication or
other Agreement and Plan of ReorganizationPage number
reproduction shall be a complete reproduction of the entire original
writing or transmission or original signature.
3. UNEXCHANGED CERTIFICATES. Until surrendered, each
outstanding certificate that prior to the Closing represented
Mayford common stock shall be deemed for all purposes, other than
the payment of dividends or other distributions, to evidence
ownership of the number of shares of Syntec common stock into which
it was converted. No dividend or other distribution shall be paid
to the holders of certificates of Mayford common stock until
presented for exchange at which time any outstanding dividends or
other distributions shall be paid.
4. REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ represents and warrants as follows:
4.1. CORPORATE ORGANIZATION AND GOOD STANDING. Mayford is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware, and is qualified to do
business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.
4.2. REPORTING COMPANY STATUS. Mayford has filed with the
Securities and Exchange Commission a registration statement on Form
10-SB which became effective pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and is a reporting company pursuant to
Section12(g) thereunder.
4.3. REPORTING COMPANY FILINGS. Mayford has timely filed and
is current on all reports required to be filed by it pursuant to
Section13 of the Securities Exchange Act of 1934.
4.4. CAPITALIZATION. Mayford's authorized capital stock
consists of 100,000,000 shares of common stock, $.0001 par value, of
which 5,000,000 shares are issued and outstanding, and 20,000,000
shares of non-designated preferred stock of which no shares are
designated or issued.
4.5. ISSUED STOCK. All the outstanding shares of its common
stock are duly authorized and validly issued, fully paid and
non-assessable.
4.6. STOCK RIGHTS. There are no stock grants, options,
rights, warrants or other rights to purchase or obtain Mayford
common or preferred stock issued or committed to be issued.
4.7. CORPORATE AUTHORITY; STATUS. Mayford has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and
instruments related to this Agreement. Mayford does not currently
conduct, nor has it ever conducted, any business operations and is
not a successor, by merger, acquisition of stock or assets or
otherwise, to any corporation, partnership, limited liability
company or other entity.
4.8. AUTHORIZATION. Execution, delivery and performance of
this Agreement have been duly authorized and approved by Mayford's
board of directors.
4.9. SUBSIDIARIES. Mayford has no subsidiaries.
4.10. FINANCIAL STATEMENTS. Mayford's financial statements
dated October 31, 1999, copies of which will have been delivered by
Mayford to Syntec prior to the Closing (the "Mayford Financial
Statements"), are true and correct in all material respects and
fairly present the financial condition of Mayford as of the date
therein and the results of its operations for the periods then ended
in conformity with generally accepted accounting principles
consistently applied.
4.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the Mayford Financial
Statements, Mayford did not have at that date, and will not have at
the time of Closing, any liabilities or obligations (secured,
unsecured, contingent, or otherwise) of a nature customarily
reflected in a corporate balance sheet prepared in accordance with
generally accepted accounting principles.
4.12. NO MATERIAL CHANGES. There has been no material adverse
change in the business, properties, or financial condition of
Mayford since the date of the Mayford Financial Statements.
4.13. LITIGATION. There is not, to the knowledge of Mayford,
any pending, threatened, or existing litigation, bankruptcy,
criminal, civil, or regulatory proceeding or investigation,
threatened or contemplated against Mayford or against any of its
officers or affecting any of Mayford's properties.
4.14. CONTRACTS. Mayford is not a party to any material
contract not in the ordinary course of business that is to be
performed in whole or in part at or after the date of this Agreement.
4.15. TITLE. Except as may be set out by attached schedule,
Mayford has good and defensible title to all the real property and
good and valid title to all other property included in the Mayford
Financial Statements. Except as set out in the balance sheet
thereof, the properties of Mayford are not subject to any mortgage,
encumbrance, or lien of any kind except minor encumbrances that do
not materially interfere with the use of the property in the conduct
of the business of Mayford.
4.16. TAX RETURNS. All required tax returns for federal,
state, county, municipal, local, foreign and other taxes and
assessments have been properly prepared and filed by Mayford for all
years for which such returns are due unless an extension for filing
any such return has been filed. Any and all federal, state, county,
municipal, local, foreign and other taxes and assessments, including
any and all interest, penalties and additions imposed with respect
to such amounts have been paid or provided for. The provisions for
federal and state taxes reflected in the Mayford Financial
Statements are adequate to cover any such taxes that may be assessed
against Mayford in respect of its business and its operations during
the periods covered by the Mayford Financial Statements and all
prior periods.
4.17. NO VIOLATION. Consummation of the Exchange will not
constitute or result in a breach or default under any provision of
any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of
Mayford is subject or by which Mayford is bound or require the
consent of, or any filing with (other than reports required under
the Securities Exchange Act of 1934, as amended), any governmental
entity or third party.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
The Shareholder represents and warrants as follows:
5.1. TITLE TO SHARES. The Shareholder is the owner, free and
clear of any liens and encumbrances, of 5,000,000 shares of
Mayford's common stock.
5.2. ALL STOCK. The Shareholder shall transfer herewith all
common and preferred
stock of Syntec owned legally or beneficially by the Shareholder.
The Shareholder does not own or have any option, warrant or other
right to purchase any common stock, preferred stock or other
security of Mayford.
5.3. STOCK LEGEND. The Shareholder understands and agrees
that the shares
of common stock issued hereunder will be "restricted securities," as
defined by Rule 144 under the Securities Act of 1933, will be
restricted as to transferability, and will bear substantially the
following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT")
AND ARE
"RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144
UNDER THE
ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER
THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.
5.4. ACCEPTANCE OF AGREEMENT. The Shareholder
understands and hereby accepts all
and any terms of the Agreement which relate to the Shareholder.
5.5. CONSENT TO EXCHANGE. The Shareholder hereby
consents to exchange all its shares
of capital stock of Mayford for the capital stock of Syntec as
provided in Exhibit "A" attached hereto.
5.6. LITIGATION. There is no litigation or
proceeding pending, or to the Shareholder's knowledge threatened,
against or relating to shares of Mayford held by the Shareholder.
5.7. ACCREDITED INVESTOR. The Shareholder is an
"accredited investor" as defined in
Rule 501 of Regulation D under the Securities Act of 1933, as amended.
6. REPRESENTATIONS AND WARRANTIES OF SYNTEC
Syntec represents and warrants as follows:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING.
Syntec is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Texas and is qualified
to do business as a foreign corporation in each jurisdiction, if
any, in which its property or business requires such qualification,
except where the failure to be so qualified would not result in a
material adverse effect on Syntec.
6.2. CAPITALIZATION. Syntec's authorized capital
stock consists of 60,000,000 shares of Class A common stock, $.0001
par value per share, of which 6,370,833 shares are issued and
outstanding, 10,000,000 shares of Class B common stock, $.0001 par
value per share, of which no shares are issued and outstanding,
3,000,000 shares of Series A convertible preferred stock, $.0001 par
value per share, of which 1,189,000 shares are issued and
outstanding, and 27,000,000 shares of undesignated preferred stock,
$.0001 par value per share, of which no shares are designated or
issued.
6.3. ISSUED STOCK. All the outstanding shares of
its common stock are duly authorized and validly issued, fully paid
and non-assessable.
6.4. STOCK RIGHTS. Exhibit B sets out all stock
grants, options, rights, warrants or other rights to purchase or
obtain Syntec common or preferred stock issued or committed to be
issued.
6.5. CORPORATE AUTHORITY. Syntec has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and
instruments related to this Agreement.
6.6. AUTHORIZATION. Execution of this agreement
has been duly authorized and approved by Syntec's board of
directors.
6.7. SUBSIDIARIES. Except as may be set out by
attached schedule, Syntec has no subsidiaries.
6.8. FINANCIAL STATEMENTS. Syntec's financial
statements dated as of May 31, 1999, copies of which will have been
delivered by Syntec to Mayford prior to the Exchange Date (the
"Syntec Financial Statements"), fairly present the financial
condition of Syntec as of the date therein and the results of its
operations for the periods then ended in conformity with generally
accepted accounting principles consistently applied.
6.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to
the extent reflected or reserved against in the Syntec Financial
Statements, Syntec did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared
in accordance with generally accepted accounting principles.
6.10. NO MATERIAL CHANGES. Except as may be set out
by attached schedule, there has been no material adverse change in
the business, properties, or financial condition of Syntec since the
date of the Syntec Financial Statements.
6.11. LITIGATION. Except as may be set out by
attached schedule, there is not, to the knowledge of Syntec, any
pending, threatened, or existing litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation, threatened or
contemplated against Syntec or against any of its officers.
6.12. CONTRACTS. Except as may be set out by
attached schedule, Syntec is not a party to any material contract
not in the ordinary course of business that is to be performed in
whole or in part at or after the date of this Agreement.
6.13. TITLE. Except as may be set out by attached
schedule, Syntec has good and defensible title to all the real
property and good and valid title to all other property included in
the Syntec Financial Statements. Except as set out in the balance
sheet thereof, the properties of Syntec are not subject to any
mortgage, encumbrance, or lien of any kind except minor encumbrances
that do not materially interfere with the use of the property in the
conduct of the business of Syntec.
6.14. TAX RETURNS. Except as may be set out by
attached schedule, all required tax returns for federal, state,
county, municipal, local, foreign and other taxes and assessments
have been properly prepared and filed by Syntec for all years for
which such returns are due unless an extension for filing any such
return has been filed. Any and all federal, state, county,
municipal, local, foreign and other taxes and assessments, including
any and all interest, penalties and additions imposed with respect
to such amounts have been paid or provided for. The provisions for
federal and state taxes reflected in the Syntec Financial Statements
are adequate to cover any such taxes that may be assessed against
Syntec in respect of its business and its operations during the
periods covered by the Syntec Financial Statements and all prior
periods.
6.15. NO VIOLATION. Consummation of the Exchange
will not constitute or result in a breach or default under any
provision of any charter, bylaw, indenture, mortgage, lease, or
agreement, or any order, judgment, decree, law, or regulation to
which any property of Syntec is subject or by which Syntec is bound,
except for breaches or defaults that would not have a material
adverse effect on Syntec and its subsidiaries taken as a whole or
require the consent of any governmental entity or third party.
7. CONDUCT OF MAYFORD PENDING THE CLOSING.
Mayford covenants that between the date of this Agreement and the
Closing:
7.1. No change will be made in Mayford's
certificate of incorporation or bylaws.
7.2. Mayford will not make any change in its
authorized or issued capital stock, declare or pay any dividend or
other distribution or issue, encumber, purchase, or otherwise
acquire any of its capital stock other than as provided herein.
7.3. Mayford will use its best efforts to maintain
and preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment.
7.4. Mayford will not (a) commence any business
operations, (b) incur any debt or
other obligations, (c) hire or otherwise engage any director,
officer, employee, consultant or agent, (d) pay any compensation to
any director, officer, employee, shareholder, consultant, agent or
other person or entity, (e) issue any equity or debt securities or
any options, warrants or other rights exercisable or exchangeable
for or convertible into any equity or debt securities, except as
required by this Agreement, (f) fail to comply with its reporting
and other obligations under the Exchange Act and any other federal
or state securities laws, or any other law, rule or regulation, (g)
take any action that would cause the survivor of a merger between
Mayford and Syntec to be subject to any material obligations other
than the obligations of a listed company to comply with the Exchange
Act or (h) make any change in its authorized or issued capital
stock, except as required by this Agreement, or agree to do any of
the foregoing.
8. CONDUCT OF SYNTEC AND THE SHAREHOLDER PENDING
THE CLOSING
Syntec and the Shareholder covenant that between the date
of this Agreement and the Closing as to each of them:
8.1. No change will be made in the charter
documents, by-laws, or other corporate documents of Syntec.
8.2. Syntec will use its best efforts to maintain
and preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
8.3. The Shareholder will not sell, transfer,
assign, hypothecate, lien, or otherwise dispose or encumber the
Mayford shares of common stock owned by it.
9. CONDITIONS PRECEDENT TO OBLIGATION OF MAYFORD
AND THE SHAREHOLDER
Mayford's and the Shareholder's obligation to consummate
the Exchange shall be subject to fulfillment on or before the
Closing of each of the following conditions:
9.1. SYNTEC'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Syntec set forth herein shall be
true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
9.2. SYNTEC'S COVENANTS. Syntec shall have
performed all covenants required by this Agreement to be performed
by it on or before the Closing.
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement
shall have been approved by the Board of Directors of Syntec.
9.4. SUPPORTING DOCUMENTS OF SYNTEC. Syntec shall
have delivered to Mayford and the Shareholder supporting documents
in form and substance reasonably satisfactory to Mayford and the
Shareholder, to the effect that:
(a) Syntec is a corporation duly organized, validly
existing, and in good standing;
(b) Syntec's authorized capital stock is as set forth
herein;
(c) Certified copies of the resolutions of the Board of
Directors of Syntec authorizing the execution of this Agreement and
the consummation hereof;
(d) Secretary's certificate of incumbency of the
officers and directors of Syntec;
(e) Syntec's Financial Statements and unaudited
financial statement from the date of Syntec's Financial Statements
to close of most recent fiscal quarter; and
(f) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties enumerated
elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF SYNTEC
Syntec's obligation to consummate the Exchange shall be
subject to fulfillment on or before the Closing of each of the
following conditions, unless waived in writing:
10.1. MAYFORD'S AND THE SHAREHOLDER'S REPRESENTATIONS
AND WARRANTIES. The representations and warranties of Mayford and
the Shareholder set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
10.2. MAYFORD'S AND THE SHAREHOLDER'S COVENANTS.
Mayford and the Shareholder shall have performed all covenants
required by this Agreement to be performed by them on or before the
Closing.
10.3. BOARD OF DIRECTOR APPROVAL. This Agreement
shall have been approved by the Board of Directors of Mayford.
10.4. SHAREHOLDER EXECUTION. This Agreement shall
have been executed by the Shareholder.
10.5. SUPPORTING DOCUMENTS OF MAYFORD. Mayford
shall have delivered to Syntec supporting documents in form and
substance reasonably satisfactory to Syntec to the effect that:
(a) Mayford is a corporation duly organized, validly
existing, and in good standing;
(b) Mayford's capital stock is as set forth herein;
(c) Certified copies of the resolutions of the Board of
Directors of Mayford authorizing the execution of this Agreement and
the consummation hereof;
(d) Secretary's certificate of incumbency of the
officers and directors of Mayford;
(e) Mayford's Financial Statements and unaudited
financial statements for the period from the date of the Mayford's
Financial Statements to the close of the most recent fiscal quarter;
and
(f) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties enumerated
elsewhere herein.
11. SHAREHOLDER'S REPRESENTATIVE. The Shareholder
hereby irrevocably designates and appoints ▇▇▇▇▇▇▇ & Associates,
Washington, D.C. acting by or through any partner thereof as its
agent and attorney in fact ("Shareholder's Representative") with
full power and authority until the Closing to execute, deliver, and
receive on its behalf all notices, requests, and other
communications hereunder; to fix and alter on its behalf the date,
time, and place of the Closing; to waive, amend, or modify any
provisions of this Agreement, and to take such other action on its
behalf in connection with this Agreement, the Closing, and the
transactions contemplated hereby as such agent or agents deem
appropriate; provided, however, that no such waiver, amendment, or
modification may be made if it would decrease the number of shares
to be issued to the Shareholder hereunder or increase the extent of
its obligation to indemnify Syntec hereunder.
12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties
of Mayford, the Shareholder and Syntec set out herein shall survive
the Closing.
13. ARBITRATION
13.1. SCOPE. The parties hereby agree that any and
all claims (except only for requests for injunctive or other
equitable relief) whether existing now, in the past or in the future
as to which the parties or any affiliates may be adverse parties,
and whether arising out of this agreement or from any other cause,
will be resolved by arbitration before the American Arbitration
Association within the District of Columbia.
13.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT.
The parties hereby irrevocably consent to the jurisdiction of the
American Arbitration Association and the situs of the arbitration
(and any requests for injunctive or other equitable relief) within
the District of Columbia. Any award in arbitration may be entered
in any domestic or foreign court having jurisdiction over the
enforcement of such awards.
13.3. APPLICABLE LAW. The law applicable to the
arbitration and this Agreement shall be that of the State of
Delaware, determined without regard to its provisions which would
otherwise apply to a question of conflict of laws.
13.4. DISCLOSURE AND DISCOVERY. The arbitrator may,
in its discretion, allow the parties to make reasonable disclosure
and discovery in regard to any matters which are the subject of the
arbitration and to compel compliance with such disclosure and
discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the
Federal Rules of Civil Procedure, as they then exist, as may be
modified by the arbitrator consistent with the desire to simplify
the conduct and minimize the expense of the arbitration.
13.5. RULES OF LAW. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply the rules of
contract and other law of the jurisdiction whose law applies to the
arbitration so that the decision of the arbitrator will be, as much
as possible, the same as if the dispute had been determined by a
court of competent jurisdiction.
13.6. FINALITY AND FEES. Any award or decision by
the American Arbitration Association shall be final, binding and
non-appealable except as to errors of law or the failure of the
arbitrator to adhere to the arbitration provisions contained in this
Agreement. Each party to the arbitration shall pay its own costs
and counsel fees except as specifically provided otherwise in this
agreement.
13.7. MEASURE OF DAMAGES. In any adverse action,
the parties shall restrict themselves to claims for compensatory
damages and\or securities issued or to be issued and no claims shall
be made by any party or affiliate for lost profits, punitive or
multiple damages.
13.8. COVENANT NOT TO ▇▇▇. The parties covenant
that under no conditions will any party or any affiliate file any
action against the other (except only requests for injunctive or
other equitable relief) in any forum other than before the American
Arbitration Association, and the parties agree that any such action,
if filed, shall be dismissed upon application and shall be referred
for arbitration hereunder with costs and attorney's fees to the
prevailing party.
13.9. INTENTION. It is the intention of the parties
and their affiliates that all disputes of any nature between them,
whenever arising, whether in regard to this Agreement or any other
matter, from whatever cause, based on whatever law, rule or
regulation, whether statutory or common law, and however
characterized, be decided by arbitration as provided herein and that
no party or affiliate be required to litigate in any other forum any
disputes or other matters except for requests for injunctive or
equitable relief. This Agreement shall be interpreted in
conformance with this stated intent of the parties and their
affiliates.
13.10. SURVIVAL. The provisions for arbitration
contained herein shall survive the termination of this Agreement for
any reason.
14. INDEMNIFICATION. Each party hereto (an
"Indemnifying Party") agrees to hold
harmless, defend and indemnify each other party hereto (an
"Indemnified Party") from and against all liabilities, claims,
damages, losses, costs and expenses (including reasonable attorneys'
fees) incurred by the Indemnified Party as a result of or relating
to any breach of the Idemnifying Party of any representation,
warranty, covenant or Agreement contained herein.
15. GENERAL PROVISIONS.
15.1. FURTHER ASSURANCES. From time to time, each
party will execute such additional instruments and take such actions
as may be reasonably required to carry out the intent and purposes
of this Agreement.
15.2. WAIVER. Any failure on the part of either
party hereto to comply with any of its obligations, agreements, or
conditions hereunder may be waived in writing by the party to whom
such compliance is owed.
15.3. BROKERS. Each party agrees to indemnify and
hold harmless the other party against any fee, loss, or expense
arising out of claims by brokers or finders employed or alleged to
have been employed by the indemnifying party.
15.4. 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 certified
mail, return receipt requested, or recognized commercial courier
service, as follows:
If to Syntec, to:
Syntec Acquisition Corporation
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇, CEO
If to Mayford, to:
Mayford Acquisition Corporation
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
If to the Shareholder, to:
▇▇▇▇▇▇▇ & Associates
▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
15.5. GOVERNING LAW. This agreement shall be
governed by and construed and enforced in accordance with the laws
of the State of Delaware.
15.6. ASSIGNMENT. This agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their
successors and assigns; provided, however, that any assignment by
either party of its rights under this agreement without the written
consent of the other party shall be void.
15.7. COUNTERPARTS. This 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. Signatures sent by facsimile transmission
shall be deemed to be evidence of the original execution thereof.
15.8. EXCHANGE AGENT AND CLOSING DATE. The Exchange
Agent shall be ▇▇▇▇▇▇▇ & Associates, Washington, D.C. The Closing
shall take place upon the fulfillment by each party of all the
conditions of the Closing required herein, but not later than 15
days following execution of this Agreement unless extended by mutual
consent of the parties.
15.9. REVIEW OF AGREEMENT. Each party acknowledges
that it has had time to review this Agreement and, as desired,
consult with counsel. In the interpretation of this Agreement, no
adverse presumption shall be made against any party on the basis
that it has prepared, or participated in the preparation of, this
Agreement.
15.10. SCHEDULES. All schedules attached hereto, if
any, shall be acknowledged by each party by signature or initials
thereon.
15.11. EFFECTIVE DATE. This effective date of this
Agreement shall be June1st, 2000.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION
AMONG SYNTEC, MAYFORD AND THE SHAREHOLDER OF MAYFORD
IN WITNESS WHEREOF, the parties have executed this
agreement.
SYNTEC ACQUISITION CORPORATION
By___________________________________
MAYFORD ACQUISITION CORPORATION
By___________________________________
SHAREHOLDER:
TPG CAPITAL CORPORATION
By___________________________________