PLAN OF EXCHANGE BETWEEN MH&SC, Inc. AND My Health and Safety Supply Company, LLC
PLAN
OF EXCHANGE BETWEEN
MH&SC,
Inc.
AND
My
Health and Safety Supply Company, LLC
THIS
PLAN
OF EXCHANGE ("plan") dated as of October 26, 2006, adopted and made by and
between MH&SC, Inc., a Delaware corporation having its registered office at
▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("exchangor corporation"),
and My Health and Safety Supply Company, an Indiana limited liability company,
having its registered office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ ("exchangee entity").
WITNESSETH:
WHEREAS,
exchangor corporation is a corporation organized and existing under the laws
of
the state of Delaware, the authorized capital stock of which consists of
1,000,000,000 shares of common stock ("exchangor corporation common stock"),
and
20,000,000 shares of preferred stock (“exchangor corporation preferred stock”)
of which at the date hereof 15,000,000 shares of common stock are issued and
outstanding; and
WHEREAS,
exchangee entity is a limited liability company organized and existing under
the
laws of the state of Indiana; and
WHEREAS,
the board of directors of exchangor corporation and members of exchangee entity
deem the acquisition of exchangee entity member interests by exchangor
corporation, under and pursuant to the terms and conditions herein set forth,
desirable and in the best interests of the respective entities and their
respective shareholders and members. The board of directors of Exchangor
Corporation and the members of exchangee entity have adopted and approved this
Plan of Exchange on the date set forth below;
NOW,
THEREFORE, in consideration of the premises and of the mutual agreements herein
contained, the parties hereto do hereby agree as follows:
ARTICLE
I.
Exchange
Subject
to the terms and conditions of this plan, on the effective date (as defined
in
article III), exchangor corporation shall acquire all of the interests of
exchangee entity pursuant to the provisions of, and with the effect provided
in,
Indiana Business Corporation Law (said transaction being hereinafter referred
to
as the "exchange").
ARTICLE
II.
Exchange
of shares
(A)
Exchangor
shall exchange One Million (1,000,000) shares of its common stock and
pay
the
collective members of Exchangee, in immediately available funds at closing,
the
aggregate amount of One Hundred Thousand Dollars ($100,000.00 US) for
all
member interest of
My
Health and Safety Supply Company, an Indiana limited liability
company,
to be
distributed pro rata to the members based upon their percentage interest in
Exchangee.
(B)
The
closing of the transactions contemplated by this agreement (the "closing")
shall
take place at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ at 2 P.M. on October
26,
2006.
Exchangee
shall deliver to Exchangor all member interests in proper form for transfer,
free of any notation of any adverse claims, conveying to Exchangor good and
marketable title to the interests, free and clear of all liens, claims, charges,
pledges, rights, and encumbrances of any nature whatsoever;
(C)
No
person or entity is entitled to any brokerage or finder's fee or commission
or
other like payment in connection with the negotiations relating to or the
transactions contemplated by this agreement, based on any agreement,
arrangement, or understanding with (a) the corporations or any of the
corporations, respective officers, directors, members, agents, or employees,
or
shareholders.
(F)
No
exchange under paragraph (A) of this article II shall be made in respect of
any
stock or interest to which a shareholder or member has elected to exercise
dissenters' rights until such time as such shareholder or member shall have
effectively lost his or her dissenters' rights.
ARTICLE
III.
Effective
Date of the Exchange
The
exchange shall become effective on the date of execution.
ARTICLE
IV.
Further
Assurances
If
at any
time the exchangor corporation shall consider or be advised that any further
assignments, conveyances, or assurances are necessary or desirable to vest,
perfect, or confirm in the exchangor corporation title to any property or rights
of exchangee entity, or otherwise carry out the provisions hereto, the proper
officers and directors of exchangee entity as of the effective date, and
thereafter the officers of the exchangor corporation acting on behalf of
exchangee entity, shall execute and deliver any and all proper assignments,
conveyances, and assurances, and do all things necessary or desirable to vest,
perfect, or confirm title to such property or rights in exchangor corporation
and otherwise carry out the provisions hereof.
ARTICLE
V.
Miscellaneous
(A)
This
plan may be amended or supplemented at any time by mutual agreement of exchangee
entity and exchangor corporation. Any such amendment or supplement must be
in
writing and approved by their respective boards of directors.
(B)
The
headings of several articles herein are inserted for convenience of reference
only and are not intended to be a part of or to affect the meaning or
interpretation of this plan.
(C)
For
the convenience of the parties hereto and to facilitate the filing and recording
of this plan, it may be executed in several counterparts, each of which shall
be
deemed the original, but all of which together shall constitute one and the
same
instrument.
(D)
This
plan shall be governed by and construed in accordance with the laws of the
State
of Delaware applicable to agreements made and entirely to be performed in such
jurisdiction.
(E)
IN
CONNECTION WITH THE ISSUANCE OF EXCHANGE ISSUER’S SHARES UNDER THE PLAN:
Contributors represent, warrant, agree and acknowledge that the Shares (i)
have
not been registered under the Securities Act of 1933, as amended, or the
securities laws of any state or regulatory body, (ii) are being offered and
sold
in reliance upon exemptions from the requisite requirements of the Securities
Act and such laws, (iii) may not be transferred or resold except without
registration under such laws unless an exemption is available and are further
subject to restrictions set forth in section 2.a above; AND THAT (iv) they
are
acquiring the Shares solely for investment purposes, and not with a view toward,
or for sale in connection with, any distribution thereof, (ii) they have
received and reviewed any such information as Contributors deem necessary to
evaluate the merits and risks of the exchange of Units for Shares, and (iii)
they have such knowledge and experience in financial and business matters as
to
be capable of evaluating the merits and risks of the exchange of Units for
Shares, including, without limitation, a complete loss of the
investment.
IN
WITNESS WHEREOF, the parties hereto have caused this plan to be executed in
counterparts by their duly authorized officers all as of the day and year first
above written.
SIGNATURES
FOR EACH ENTITY
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EXCHANGOR
CORPORATION:
MH&SC,
Inc.
By:
/s/ ▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer
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EXCHANGEE
MEMBERS:
/s/
▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇
/s/
▇▇▇▇
▇▇▇▇
▇▇▇▇
▇▇▇▇
/s/
▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/
▇▇▇
▇▇▇▇▇▇
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▇▇▇▇▇▇
/s/
▇▇▇▇
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MTG,
LLC
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