AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement")
among MAYFORD ACQUISITION CORPORATION, a Delaware corporation
("Mayford"), SYNTEC ACQUISITION CORPORATION, a Texas corporation
("Syntec") and the persons listed in Exhibit A hereof (collectively
the "Shareholders"), being the owners of record of all the issued
and outstanding stock of Syntec.
Whereas, Mayford wishes to acquire and the Shareholders
wish to transfer all of the issued and outstanding securities of
Syntec 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, Mayford, Syntec, 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 Mayford at the Closing (defined below) (a) the number of
shares of Class A common stock of Syntec, $.0001 par value per
share, shown opposite their names in Exhibit A, in exchange for an
aggregate of 16,227,083 shares of Class A common stock of Mayford, $
.0001 par value per share; and (b) the number of shares of Series A
convertible preferred stock of Syntec, $.0001 par value per share,
shown opposite their names in Exhibit A, in exchange for an
aggregate of 2,972,504 shares of Series A convertible preferred
stock of Mayford, $.0001 par value per share.
1.2. EXCHANGE OF CERTIFICATES. Each holder of an
outstanding certificate or certificates theretofore representing
shares of Syntec stock shall surrender such certificate(s) for
cancellation to Mayford, and shall receive in exchange a certificate
or certificates representing the number of full shares of Mayford
stock into which the shares of Syntec stock represented by the
certificate or certificates so surrendered shall have been exchanged
as provided herein. The transfer of Syntec shares by the
Shareholders shall be effected by the delivery to Mayford at the
Closing of certificates representing the transferred shares endorsed
in blank or accompanied by stock powers executed in blank.
1.3. FRACTIONAL SHARES. Fractional shares of
Mayford stock shall not be issued, but in lieu thereof Mayford shall
round up fractional shares to the next highest whole number.
2. CLOSING
2.1. MANNER. 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.
Agreement and Plan of ReorganizationPage number
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.
3. UNEXCHANGED CERTIFICATES. Until surrendered, each
outstanding certificate that prior to the Closing represented Syntec
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 Mayford common stock into which it was
exchanged. No dividend or other distribution shall be paid to the
holders of certificates of Syntec 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 of the date hereof and as
of the Closing 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 Exchange Act.
4.4. CAPITALIZATION. At the Closing, Mayford's authorized
capital stock will consist of 60,000,000 shares of Class A common
stock, $.0001 par value per share, of which 5,000,000 shares will be
issued and outstanding, 10,000,000 shares of Class B common stock,
$.0001 par value per share, of which no shares will be issued or
outstanding, 3,000,000 shares of Series A convertible preferred
stock, $.0001 par value per share, of which no shares will be issued
or outstanding, and 27,000,000 shares of undesignated preferred
stock, $.0001 par value per share, of which no shares will be
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 all necessary corporate action of Mayford.
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 at least five (5) business days prior
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 other than the ones set out
in the Mayford Financial Statements.
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
contract that is to be performed in whole or in part at or after the
date of this Agreement.
4.15. TITLE. 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. 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
SHAREHOLDERS
Each Shareholder, individually and separately, represents
and warrants with regard to itself and its shares of Syntec stock as
follows:
5.1. TITLE TO SHARES. Such Shareholder is the
owner, free and clear of any liens and encumbrances, of the number
of Syntec shares which are listed in the attached Exhibit A and
which such Shareholder has contracted to exchange.
5.2. STOCK RIGHTS. All and any stock grants,
options, rights, warrants or other rights
to purchase or obtain Syntec's common or preferred stock owned or
claimed by such Shareholder are set out in Exhibit A hereto.
5.3. ALL STOCK. Such Shareholder shall transfer
herewith all common and preferred
stock of Syntec owned legally or beneficially by such Shareholder
other than the shares that such Shareholder has the right to acquire
pursuant to options, warrants or other rights.
5.4. LITIGATION. There is not, to the knowledge of
such Shareholder, any pending or threatened litigation or
proceeding against or relating to shares of Syntec held by such
Shareholder.
5.5. STOCK LEGEND. Each 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.
5.6. ACCEPTANCE OF AGREEMENT. Each Shareholder
understands and hereby accepts all
and any terms of the Agreement which relate to such Shareholder.
5.7. CONSENT TO EXCHANGE. Each Shareholder hereby
consents to exchange all his shares
of capital stock of Syntec for the capital stock of Mayford as
provided in Exhibit "A" attached hereto.
5.8. SUITABILITY REPRESENTATION FOR INVESTORS WHO
ARE NOT ACCREDITED INVESTORS. If
such Shareholder does not meet the definition of an Accredited
Investor contained in the Shareholder Signature Page, such
Shareholder hereby represents and warrants that such Shareholder has
such knowledge and experience in financial and business matters that
such Shareholder (alone or together with a purchaser representative)
is capable of evaluating the merits and risks of this investment and
is able to bear the economic risks of this investment.
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 6,490,833 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, $.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, delivery and
performance of this Agreement have been duly authorized and
approved by all necessary corporate action of Syntec.
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 May 31, 1999, copies of which will have been
delivered by Syntec to Mayford at least five (5) business days prior
prior to the Closing (the "Syntec Financial Statements"), are true
and correct in all material respects and 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, and will not have at
the time of Closing, any material 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 other than
the ones set out in the Syntec Financial Statements.
6.10. NO MATERIAL CHANGES. 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
material 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. 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. 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. 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, or any filing with, any governmental entity
or third party.
7. CONDUCT PENDING THE CLOSING
Mayford, Syntec and the Shareholders covenant that
between the date of this Agreement and the Closing as to each of them:
7.1. No change will be made in the charter
documents, by-laws, or other corporate documents of Mayford or Syntec.
7.2. Syntec and Mayford will use their best efforts
to maintain and preserve their business organization, employee
relationships, and goodwill intact, and Mayford will not enter into
any material commitment.
7.3. None of the Shareholders will sell, transfer,
assign, hypothecate, lien, or otherwise dispose or encumber the
Syntec shares of common or preferred stock owned by them.
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. CONDITIONS PRECEDENT TO OBLIGATION OF SYNTEC
AND THE SHAREHOLDERS
Syntec's and the Shareholders' obligations to consummate
the Exchange shall be subject to fulfillment on or before the
Closing of each of the following conditions, unless waived in writing:
8.1. MAYFORD'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Mayford 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.
8.2. MAYFORD'S COVENANTS. Mayford shall have
performed all covenants required by this Agreement to be performed
by it on or before the Closing.
8.3. BOARD OF DIRECTORS APPROVAL. This Agreement
shall have been approved by the Board of Directors of Mayford.
8.4. SUPPORTING DOCUMENTS OF MAYFORD. Mayford
shall have delivered to Syntec and the Shareholders supporting
documents in form and substance reasonably satisfactory to Syntec
and the Shareholders, to the effect that:
(a) Mayford is a corporation duly organized, validly
existing, and in good standing;
(b) Mayford's authorized 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) The Mayford Financial Statements and unaudited
financial statement from the date of the Mayford 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.
9. CONDITIONS PRECEDENT TO OBLIGATION OF ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇'▇ 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:
9.1. SYNTEC'S AND THE SHAREHOLDERS' REPRESENTATIONS AND
WARRANTIES. The representations and warranties of Syntec 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.
9.2. SYNTEC'S AND THE SHAREHOLDERS' COVENANTS.
Syntec and the Shareholders
shall have performed all covenants required by this Agreement to be
performed by them on or before the Closing.
9.3. BOARD OF DIRECTORS APPROVAL. This Agreement
shall have been approved by the Board of Directors of Syntec.
9.4. SHAREHOLDER EXECUTION. This Agreement shall
have been executed by all the Shareholders.
9.5. SUPPORTING DOCUMENTS OF SYNTEC. Syntec shall
have delivered to Mayford supporting documents in form and substance
reasonably satisfactory to Mayford to the effect that:
(a) Syntec is a corporation duly organized, validly
existing, and in good standing;
(b) Syntec's 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) The Syntec Financial Statements and unaudited
financial statements for the period from the date of the Syntec
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.
10. SHAREHOLDERS' REPRESENTATIVE. The Shareholders
hereby irrevocably designate and appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as
their agent and attorney in fact ("Shareholders' Representative")
with full power and authority until the Closing to 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.
11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties
of Mayford, Syntec, and the Shareholders set out herein shall
survive the Closing.
12. ARBITRATION
12.1. 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.
12.2. 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.
12.3. 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.
12.4. 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.
12.5. 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.
12.6. 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.
12.7. 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.
12.8. 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.
12.9. 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.
12.10. SURVIVAL. The provisions for arbitration
contained herein shall survive the termination of this Agreement for
any reason.
13. 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.
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 Mayford, to:
Mayford Acquisition Corporation
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
If to Syntec, to:
Syntec Acquisition Corporation
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇, CEO
If to the Shareholders, to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
If to the Exchange Agent, to:
▇▇▇▇▇▇ Mill Associates, Inc.
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
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
any party of its rights under this Agreement without the written
consent of each 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 ▇▇▇▇▇▇ Mill Associates, Inc., 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.
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. EFFECTIVE DATE. This effective date of this
Agreement shall be June 19, 2000.
SIGNATURE PAGE OF MAYFORD ACQUISITION CORPORATION AND
SYNTEC ACQUISITION CORPORATION TO
AGREEMENT AND PLAN OF REORGANIZATION
AMONG MAYFORD, SYNTEC AND THE SHAREHOLDERS OF SYNTEC
IN WITNESS WHEREOF, the parties have executed this
Agreement.
MAYFORD ACQUISITION CORPORATION
By___________________________________
SYNTEC ACQUISITION CORPORATION
By___________________________________
Signature pages of shareholders of Syntec by separate attachment