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EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION among PET QUARTERS, INC., an
Arkansas corporation ("Pet Quarters"), ▇▇▇▇▇▇▇▇▇ ACQUISITION CORPORATION, a
Delaware corporation ("▇▇▇▇▇▇▇▇▇") and the persons listed in Exhibit A hereof
(collectively the "Shareholders"), being the owners of record of all the issued
and outstanding stock of ▇▇▇▇▇▇▇▇▇.
Whereas, Pet Quarters wishes to acquire and the Shareholders wish to
transfer all of the issued and outstanding securities of ▇▇▇▇▇▇▇▇▇ 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, Pet Quarters, ▇▇▇▇▇▇▇▇▇, and the Shareholders adopt this
plan of reorganization and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. The Shareholders agree to transfer to Pet Quarters
at the Closing (defined below) the number of shares of common stock of
▇▇▇▇▇▇▇▇▇, $0.0001 par value per share, shown opposite their names in Exhibit A,
in exchange for an aggregate of 130,208 shares of voting common stock of Pet
Quarters, $.001 par value per share.
1.2. EXCHANGE OF CERTIFICATES. Each holder of an outstanding certificate
or certificates theretofore representing shares of ▇▇▇▇▇▇▇▇▇ common stock shall
surrender such certificate(s) for cancellation to Pet Quarters, and shall
receive in exchange a certificate or certificates representing the number of
full shares of Pet Quarters common stock into which the shares of ▇▇▇▇▇▇▇▇▇
common stock represented by the certificate or certificates so surrendered shall
have been converted. The transfer of ▇▇▇▇▇▇▇▇▇ shares by the Shareholders shall
be effected by the delivery to Pet Quarters at the Closing of certificates
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 Shareholders shall execute such additional instruments and take such other
action as Pet Quarters may request in order more effectively to sell, transfer,
and assign the transferred stock of ▇▇▇▇▇▇▇▇▇ to Pet Quarters and to confirm Pet
Quarters' 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 reproduction shall be a complete reproduction of the entire original
writing or transmission or original signature.
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3. UNEXCHANGED CERTIFICATES. Until surrendered, each outstanding
certificate that prior to the Closing represented ▇▇▇▇▇▇▇▇▇ 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 Pet Quarters
common stock into which it was converted. No dividend or other distribution
shall be paid to the holders of certificates of ▇▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇▇▇ has filed with the Securities
and Exchange Commission a registration statement on Form 10-SB which became
effective without condition on January 10, 2000 pursuant to the Securities
Exchange Act of 1934 and is, and will be at Closing, a reporting company
pursuant to Section 12(g) thereunder.
4.3. REPORTING COMPANY FILINGS. ▇▇▇▇▇▇▇▇▇ has timely filed and is current
on all reports required to be filed by it pursuant to Section 13 of the
Securities Exchange Act of 1934.
4.4. CAPITALIZATION. ▇▇▇▇▇▇▇▇▇'▇ 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
owned by the Shareholders and duly authorized and validly issued, fully paid and
non-assessable.
4.6. STOCK RIGHTS. Except as may be set out by attached schedule, there
are no stock grants, options, rights, warrants or other rights to purchase or
obtain ▇▇▇▇▇▇▇▇▇ common or preferred Stock issued or committed to be issued.
4.7. CORPORATE AUTHORITY. ▇▇▇▇▇▇▇▇▇ 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.
4.8. AUTHORIZATION. Execution of this agreement has been duly authorized
and approved by ▇▇▇▇▇▇▇▇▇'▇ board of directors.
4.9. SUBSIDIARIES. Except as may be set out by attached schedule,
▇▇▇▇▇▇▇▇▇ has no subsidiaries.
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4.10. FINANCIAL STATEMENTS. ▇▇▇▇▇▇▇▇▇'▇ financial statements dated
October 31, 1999, copies of which will have been delivered by ▇▇▇▇▇▇▇▇▇ to Pet
Quarters prior to the Closing (the "▇▇▇▇▇▇▇▇▇ Financial Statements"), fairly
present the financial condition of ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ Financial Statements, ▇▇▇▇▇▇▇▇▇ 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.
4.12. NO MATERIAL CHANGES. Except as may be set out by attached schedule,
there has been no material adverse change in the business, properties,
liabilities, or financial condition of ▇▇▇▇▇▇▇▇▇ since the date of the ▇▇▇▇▇▇▇▇▇
Financial Statements.
4.13. LITIGATION. Except as may be set out by attached schedule, there is
not, to the knowledge of ▇▇▇▇▇▇▇▇▇, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against ▇▇▇▇▇▇▇▇▇ or against any of
its officers.
4.14. CONTRACTS. Except as may be set out by attached schedule, ▇▇▇▇▇▇▇▇▇
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, ▇▇▇▇▇▇▇▇▇ has
good and marketable title to all the real property and good and valid title to
all other property included in the ▇▇▇▇▇▇▇▇▇ Financial Statements. Except as set
out in the balance sheet thereof, the properties of ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇.
4.16. 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 ▇▇▇▇▇▇▇▇▇
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
▇▇▇▇▇▇▇▇▇ Financial Statements are adequate to cover any such taxes that may be
assessed against ▇▇▇▇▇▇▇▇▇ in respect of its business and its operations during
the periods covered by the ▇▇▇▇▇▇▇▇▇ Financial Statements and all prior periods,
and for all periods to the date hereof.
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 ▇▇▇▇▇▇▇▇▇ is subject or by which
▇▇▇▇▇▇▇▇▇ is bound.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and warrant as
follows:
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5.1. TITLE TO SHARES. The Shareholders, and each of them, are the owners,
free and clear of any liens and encumbrances, of the number of ▇▇▇▇▇▇▇▇▇ shares
which are listed in the attached Exhibit A and which they have contracted to
exchange. The ▇▇▇▇▇▇▇▇▇ shares owned by the Shareholders constitute 100% of the
issued and outstanding common shares of ▇▇▇▇▇▇▇▇▇.
5.2. LITIGATION. There is no litigation or proceeding pending, or to each
Shareholder's knowledge threatened, against or relating to shares of ▇▇▇▇▇▇▇▇▇
held by the Shareholders.
5.3 DISCLOSURE. The Shareholders acknowledge that they have been provided
with a copy of the Form 10-SB as filed by Pet Quarters with the Securities and
Exchange Commission ("Form 10-SB").
6. REPRESENTATIONS AND WARRANTIES OF PET QUARTERS
Pet Quarters represents and warrants as follows:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. Pet Quarters is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Arkansas and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.
6.2. CAPITALIZATION. Pet Quarters' authorized capital stock consists of
40,000,000 shares of common stock, $.001 par value, of which 11,653,244 shares
were issued and outstanding as of December 31, 1999, and 10,000,000 shares of
preferred stock, $.001 par value, of which no shares are issued and outstanding.
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. Except as may be set out by attached schedule or in
the Form 10-SB, there are no stock grants, options, rights, warrants or other
rights to purchase or obtain Pet Quarters common or preferred Stock issued or
committed to be issued.
6.5. CORPORATE AUTHORITY. Pet Quarters 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 Pet Quarters' board of directors.
6.7. SUBSIDIARIES. Except as may be set out by attached schedule or in
the Form 10-SB, Pet Quarters has no subsidiaries.
6.8. FINANCIAL STATEMENTS. Pet Quarters' audited financial statements
dated as of June 30, 1999 and unaudited financial statements dated as of
December 31, 1999, copies of which will have been delivered by Pet Quarters to
▇▇▇▇▇▇▇▇▇ prior to the Exchange Date (the "Pet Quarters Financial Statements"),
fairly present the financial condition of Pet Quarters as of
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the dates 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 Pet Quarters Financial Statements, Pet Quarters 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 Pet Quarters since the date of the most recent Pet
Quarters Financial Statements.
6.11. LITIGATION. Except as may be set out by attached schedule, there is
not, to the knowledge of Pet Quarters, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Pet Quarters or against any of
its officers.
6.12. CONTRACTS. Except as may be set out by attached schedule or in the
Form 10-SB, Pet Quarters 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, Pet Quarters
has good and marketable title to all the real property and good and valid title
to all other property included as owned property in the Pet Quarters Financial
Statements. Except as set out in the balance sheet thereof, the properties of
Pet Quarters 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 Pet Quarters.
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 Pet
Quarters 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 Pet Quarters Financial Statements are adequate to cover any such taxes that
may be assessed against Pet Quarters in respect of its business and its
operations during the periods covered by the Pet Quarters 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 Pet Quarters is subject or by which Pet
Quarters is bound.
7. CONDUCT OF ▇▇▇▇▇▇▇▇▇ PENDING THE CLOSING. ▇▇▇▇▇▇▇▇▇ covenants that
between the date of this agreement and the Closing:
7.1. No change will be made in ▇▇▇▇▇▇▇▇▇'▇ certificate of incorporation
or bylaws.
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7.2. ▇▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇▇▇ 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. CONDUCT PENDING THE CLOSING
Pet Quarters, ▇▇▇▇▇▇▇▇▇ and the Shareholders 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 or by-laws of Pet
Quarters or ▇▇▇▇▇▇▇▇▇.
8.2. ▇▇▇▇▇▇▇▇▇ and Pet Quarters will use their best efforts to maintain
and preserve their business organization, employee relationships, and goodwill
intact, and will not enter into any material commitment except in the ordinary
course of business.
8.3. None of the Shareholders will sell, transfer, assign, hypothecate,
lien, or otherwise dispose or encumber the ▇▇▇▇▇▇▇▇▇ shares of common stock
owned by them.
9. CONDITIONS PRECEDENT TO OBLIGATION OF ▇▇▇▇▇▇▇▇▇ AND THE SHAREHOLDERS
▇▇▇▇▇▇▇▇▇'▇ and the Shareholders' 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 or by acceptance of Pet Quarters'
shares by the Shareholders:
9.1. PET QUARTERS' REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Pet Quarters 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. PET QUARTERS' COVENANTS. Pet Quarters 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 Pet Quarters.
9.4. SUPPORTING DOCUMENTS OF PET QUARTERS. Pet Quarters shall have
delivered to ▇▇▇▇▇▇▇▇▇ and the Shareholders supporting documents in form and
substance reasonably satisfactory to ▇▇▇▇▇▇▇▇▇ and the Shareholders, to the
effect that:
(a) Pet Quarters is a corporation duly organized, validly existing, and
in good standing;
(b) Pet Quarters' authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of Pet
Quarters authorizing the execution of this agreement and the consummation
hereof;
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(d) Secretary's certificate of incumbency of the officers and directors
of Pet Quarters;
(e) Pet Quarters' Financial Statements and unaudited financial statement
from the date of Pet Quarters' 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 PET QUARTERS
Pet Quarters' 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 or by acceptance of ▇▇▇▇▇▇▇▇▇'▇ shares by Pet Quarters:
10.1. ▇▇▇▇▇▇▇▇▇'▇ AND THE SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES.
The representations and warranties of ▇▇▇▇▇▇▇▇▇ and the Shareholders 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. ▇▇▇▇▇▇▇▇▇'▇ AND THE SHAREHOLDERS' COVENANTS. ▇▇▇▇▇▇▇▇▇ and the
Shareholders 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 ▇▇▇▇▇▇▇▇▇.
10.4. SHAREHOLDER EXECUTION. This Agreement shall have been executed by
all of the Shareholders of ▇▇▇▇▇▇▇▇▇.
10.5. SUPPORTING DOCUMENTS OF ▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇ shall have delivered
to Pet Quarters supporting documents in form and substance reasonably
satisfactory to Pet Quarters to the effect that:
(a) ▇▇▇▇▇▇▇▇▇ is a corporation duly organized, validly existing, and in
good standing;
(b) ▇▇▇▇▇▇▇▇▇'▇ capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
▇▇▇▇▇▇▇▇▇ authorizing the execution of this agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and directors
of ▇▇▇▇▇▇▇▇▇;
(e) ▇▇▇▇▇▇▇▇▇'▇ Financial Statements and unaudited financial statements
for the period from the date of the ▇▇▇▇▇▇▇▇▇'▇ 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. SHAREHOLDERS' REPRESENTATIVE. The Shareholders hereby irrevocably
designate and appoint ▇▇▇▇▇▇▇ & Associates, Washington, D.C. as their agent and
attorney in fact ("Shareholders' Representative") with full power and authority
until the Closing to
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execute, deliver, and receive on their behalf all notices, requests, and other
communications hereunder; to fix and alter on their 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 their 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 Shareholders hereunder or increase the extent of their obligation
to indemnify Pet Quarters hereunder.
12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of ▇▇▇▇▇▇▇▇▇, the Shareholders and Pet Quarters 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, arising out of or in any way based upon this agreement or
the transactions to which it relates (regardless of the cause of action), 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.
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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, arising out of or in any way based
upon this agreement or the transactions to which it relates (regardless of the
cause of action), 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. GENERAL PROVISIONS.
14.1. 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.
14.2. 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.
14.3. 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.
14.4. 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 Pet Quarters, to:
Pet Quarters, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to ▇▇▇▇▇▇▇▇▇, to:
▇▇▇▇▇▇▇▇▇ Acquisition Corporation
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
If to the Shareholders, to:
▇▇▇▇▇▇▇ & Associates
▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
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14.5. GOVERNING LAW. This agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware.
14.6. 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.
14.7. 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.
14.8. EXCHANGE AGENT AND CLOSING DATE. The Exchange Agent shall be
▇▇▇▇▇▇▇ & Associates, Washington, D.C. The Closing shall take place on March 6,
2000 unless extended by mutual consent of the parties.
14.9. 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.
14.10. SCHEDULES. All schedules attached hereto, if any, shall be
acknowledged by each party by signature or initials thereon.
14.11. EFFECTIVE DATE. This effective date of this agreement shall be
March 6, 2000.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION AMONG PET
QUARTERS, ▇▇▇▇▇▇▇▇▇ AND THE SHAREHOLDERS OF ▇▇▇▇▇▇▇▇▇
IN WITNESS WHEREOF, the parties have executed this agreement.
PET QUARTERS, INC.
By
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▇▇▇▇▇▇▇▇▇ ACQUISITION CORPORATION
By
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SHAREHOLDERS:
TPG CAPITAL CORPORATION
By
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11
Exhibit A
Number of Number of
▇▇▇▇▇▇▇▇▇ Shares Pet Quarters
To Be Shares To Be Name of
Transferred Received Shareholder Address
5,000,000 130,208 TPG Capital Corporation,
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇