EXCHANGE AGREEMENT
Between
CLAREMONT TECHNOLOGIES CORP.
and
SAFE CELL TAB INC.
Dated August 22, 2003
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement")
is entered into as of this 22nd day of August, 2003, by and between
CLAREMONT TECHNOLOGIES CORP., a Nevada corporation (hereinafter referred to
as the "Company"), SAFE CELL TAB INC., a corporation registered in British
Columbia, Canada (hereinafter referred to as "Safe Cell"), and the persons
executing this Agreement listed on the signature page hereto (referred to
collectively as "Safe Cell Shareholders") who own one hundred percent (100%)
of the outstanding shares of Safe Cell, upon the following premises:
Premises.
WHEREAS, the Safe Cell Shareholders own one hundred percent (100%)
of the issued and outstanding shares of the capital stock of Safe Cell;
WHEREAS, the Company is a publicly held corporation whose common
stock is quoted on the OTC Bulletin Board under the symbol "CTTG";
WHEREAS, Safe Cell is a privately held corporation organized under
the laws of the Province of British Columbia, Canada;
WHEREAS, the Company desires to acquire 100% of the issued and
outstanding shares of Common Stock of Safe Cell in exchange for unissued
shares of its Common Stock (the "Common Stock") (the "Exchange Offer"),
so that Safe Cell will become a wholly owned subsidiary of the Company;
and
WHEREAS, Safe Cell Shareholders desire to exchange all
of their shares of capital stock of Safe Cell solely in exchange for the
shares of authorized but unissued Common Stock, $.001 par value, of the
Company.
Agreement
NOW THEREFORE, on the stated premises and for and in consideration
of the mutual covenants and agreements hereinafter set forth and the
mutual benefits to the parties to be derived herefrom, it is hereby
agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SAFE CELL
AND THE SAFE CELL SHAREHOLDERS
As an inducement to and to obtain the reliance of the Company,
except as set forth on the Safe Cell Schedules (as hereinafter defined),
Safe Cell and the Safe Cell Shareholders represent and warrant as follows:
Section 1.01 Organization. Safe Cell is a corporation
[Corporate I.D. # 519599] duly organized, validly existing, and in good
standing under the laws of the Province of British Columbia, Canada and
has the corporate power and is duly authorized, qualified, franchised, and
licensed under all applicable laws, regulations, ordinances, and orders of
public authorities to own all of its properties and assets and to carry on
its business in all material respects as it is now being conducted,
including qualification to do business as a foreign corporation in the
provinces, states or countries in which the character and location of the
assets owned by it or the nature of the business transacted by it requires
qualification, except where failure to be so qualified would not have a
material adverse effect on its business. Included in the Safe Cell
Schedules are complete and correct copies of the Articles of Incorporation
and Bylaws of Safe Cell as in effect on the date hereof. The execution
and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not, violate any provision of Safe
Cell's Articles of Incorporation or Bylaws. Safe Cell has taken all
actions required by law, its Articles of Incorporation, or otherwise to
authorize the execution and delivery of this Agreement. Safe Cell has
full power, authority, and legal right and has taken all action required
by law, its Articles of Incorporation, and otherwise to consummate the
transactions herein contemplated.
Section 1.02 Capitalization. The authorized capitalization
of Safe Cell consists of 10,000 authorized shares of common stock, of
which 8,480 shares are currently issued and outstanding. All issued and
outstanding shares are legally issued, fully paid, and non-assessable and
not issued in violation of the preemptive or other rights of any person.
Section 1.03 Subsidiaries and Predecessor Corporations. Safe
Cell was originally incorporated in the Province of British Columbia,
Canada on May 9, 1996 as "Liberty Resources Inc." [Corporate I.D.# 519599]
and on March 01, 2001 the sole director and shareholder of Liberty
Resources Inc. adopted, filed and duly registered with the British
Columbia Registrar of Companies a corporate name change and Liberty
Resources Inc., then became known as "Clearline ▇▇▇.▇▇▇ Online Inc." On
December 3, 2001, the sole director and shareholder of Clearline ▇▇▇.▇▇▇
Online Inc., adopted, filed and duly registered a corporate name change
with the British Columbian Registrar of Companies and Clearline ▇▇▇.▇▇▇
online Inc.,then became known as "Safe Cell Tab Inc". To date, Safe Cell
Tab Inc., is a duly registered British Columbia corporation and maintains
Corporate ID# 519599 with the British Columbia Registrar of Companies.
Safe Cell Tab Inc., does not have any subsidiary(ies), and does not own,
beneficially or of record, any shares of any other corporation.
Section 1.04 Other Information.
(a) Safe Cell has no liabilities with respect to the payment
of any provincial, federal, state, county, local or other taxes
(including any deficiencies, interest or penalties), except for taxes
accrued but not yet due and payable.
(b) Safe Cell has filed all provincial state, federal or local
income, franchise tax returns and or GST/PST tax submission required to be
filed by it from inception to the date hereof. Each of such income tax
returns and or GST/PST tax submissions reflect the taxes due for the
period covered thereby, except for amounts which, in the aggregate, are
immaterial.
(c) The books and records of Safe Cell are in all material
respects complete and correct and have been maintained in accordance with
good business and general accounting practices.
(d) Safe Cell has no material liabilities, direct or indirect,
matured or unmatured, contingent or otherwise in excess of Twenty-Five
Thousand Dollars ($25,000).
Section 1.05 Information. The information concerning Safe Cell
set forth in this Agreement and in the Safe Cell Schedules is complete and
accurate in all material respects and does not contain any untrue statement
of a material fact or omit to state a material fact required to make the
statements made, in light of the circumstances under which they were made,
not misleading. In addition, Safe Cell has fully disclosed in writing to
the Company (through this Agreement or the Safe Cell Schedules) all
information relating to matters involving Safe Cell or its assets or its
present or past operations or activities which (i) indicated or may
indicate, in the aggregate, the existence of a greater than Twenty-Five
Thousand Dollars ($25,000) liability or diminution in value, (ii) have
led or may lead to a competitive disadvantage on the part of Safe Cell,
or (iii) either alone or in aggregation with other information covered by
this Section, otherwise have led or may lead to a material adverse effect
on the transactions contemplated herein or on Safe Cell, its assets, or
its operations or activities as presently conducted or as contemplated to
be conducted after the Closing Date, including, but not limited to,
information relating to governmental, employee, environmental, litigation
and securities matters and transactions with affiliates.
Section 1.06 Options or Warrants. There are no existing
options, warrants, calls, or commitments of Safe Cell of any character
relating to the authorized and unissued Safe Cell common stock, except
options, warrants, calls or commitments, if any, to which Safe Cell is
not a party and by which it is not bound.
Section 1.07 Absence of Certain Changes or Events. Except as
set forth in this Agreement or the Safe Cell Schedules, since August 20th,
2003:
(a) there has not been (i) any material adverse change in the
proposed business, operations, properties, assets, or condition of Safe
Cell or (ii) any damage, destruction, or loss to Safe Cell (whether or not
covered by insurance) materially and adversely affecting the business or
financial condition of Safe Cell;
(b) Safe Cell has not (i) amended its Articles of
Incorporation or Bylaws; (ii) declared or made, or agreed to declare or
make, any payment of dividends or distributions of any assets of any kind
whatsoever to stockholders or purchased or redeemed, or agreed to purchase
or redeem, any of its capital stock; (iii) waived any rights of value
which in the aggregate are outside of the ordinary course of business or
material considering the business of Safe Cell; (iv) made any material
change in its method of management, operation or accounting; (v) entered
into any other material transaction other than sales in the ordinary
course of its business; (vi) made any accrual or arrangement for payment
of bonuses or special compensation of any kind or any severance or
termination pay to any present or former officer or employee; (vii)
increased the rate of compensation payable or to become payable by it
to any of its officers or directors or any of its salaried employees
whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or
(viii) made any increase in any profit sharing, bonus, deferred
compensation, insurance, pension, retirement, or other employee benefit
plan, payment, or arrangement made to, for, or with its officers,
directors, or employees;
(c) Safe Cell has not (i) borrowed or agreed to borrow any
funds or incurred, or become subject to, any material obligation or
liability (absolute or contingent) in excess of $25,000 except as
disclosed herein and except liabilities incurred in the ordinary course
of business; (ii) paid or agreed to pay any material obligations or
liability (absolute or contingent) other than current liabilities, and
current liabilities incurred in the ordinary course of business and
professional and other fees and expenses in connection with the
preparation of this Agreement and the consummation of the transactions
contemplated hereby; (iii) sold or transferred, or agreed to sell or
transfer, any of its assets, properties, or rights (except assets,
properties, or rights not used or useful in its business which, in the
aggregate have a value of less than Twenty-Five Thousand Dollars
[$25,000]), or canceled, or agreed to cancel, any debts or claims
(except debts or claims which in the aggregate are of a value of less
than Twenty-Five Thousand Dollars [$25,000]); or (iv) made or permitted
any amendment or termination of any contract, agreement, or license to
which it is a party if such amendment or termination is material,
considering the business of Safe Cell; and
(d) To the best knowledge of Safe Cell, Safe Cell has not
become subject to any law or regulation which materially and adversely
affects, or in the future may adversely affect, the business,
operations, properties, assets, or condition of Safe Cell.
Section 1.08 Title and Related Matters. No third party has
any right to, and Safe Cell has not received any notice of infringement
of or conflict with asserted rights of others with respect to, any
product, technology, data, trade secrets, know-how, proprietary
techniques, trademarks, service marks, trade names, or copyrights which,
individually or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a materially adverse effect on
the proposed business, operations, financial condition, income, or
business prospects of Safe Cell or any material portion of its current
properties, assets, or rights.
Section 1.09 Litigation and Proceedings. There are no
actions, suits, or proceedings pending or, to the knowledge of Safe
Cell after reasonable investigation, threatened by or against Safe Cell
or affecting Safe Cell or its properties, at law or in equity, before
any court or other governmental agency or instrumentality, domestic or
foreign, or before any arbitrator of any kind. Safe Cell does not
have any knowledge of any material default on its part with respect to
any judgment, order, injunction, decree, award, rule, or regulation of
any court, arbitrator, or governmental agency or instrumentality or of
any circumstances which, after reasonable investigation, would result
in the discovery of such a default.
Section 1.10 Contracts.
(a) There are no material contracts, agreements, franchises,
license agreements, debt instruments or other commitments to which Safe
Cell is a party or by which it or any of its assets, products,
technology, or properties are bound other than those incurred in the
ordinary course of business (as used in this Agreement, a "material"
contract, agreement, franchise, license agreement, debt instrument or
commitment is one which (i) will remain in effect for more than six (6)
months after the date of this Agreement and (ii) involves aggregate
obligations of at least Twenty-Five Thousand Dollars ($25,000);
(b) All contracts, agreements, franchises, license
agreements, and other commitments, if any, to which Safe Cell is a
party and which are material to the operations of Safe Cell taken as a
whole are valid and enforceable by Safe Cell in all respects, except
as limited by bankruptcy and insolvency laws and by other laws
affecting the rights of creditors generally;
(c) Safe Cell is not a party to or bound by, and the
properties of Safe Cell are not subject to, any contract, agreement,
other commitment or instrument; any charter or other corporate
restriction; or any judgment, order, writ, injunction, decree, or award
which materially and adversely affects, the business operations,
properties, assets, or condition of Safe Cell; and
(d) Except as included or described in the Safe Cell
Schedules attached hereto, Safe Cell is not a party to any oral or
written (i) contract for the employment of any officer or employee
which is not terminable on ninety (90) days, or less notice, provided
that ; (ii) profit sharing, bonus, deferred compensation, stock option,
severance pay, pension benefit or retirement plan; (iii) agreement,
contract, or indenture relating to the borrowing of money; (iv)
guarantee of any obligation, other than one on which Safe Cell is a
primary obligor, for the borrowing of money or otherwise, excluding
endorsements made for collection and other guaranties of obligations
which, in the aggregate do not exceed more than one (1) year or
providing for payments in excess of Twenty-Five Thousand Dollars
($25,000) in the aggregate; (v) collective bargaining agreement; or
(vi) agreement with any present or former officer or director of Safe
Cell.
Section 1.11 Material Contract Defaults. Safe Cell is not
in default in any material respect under the terms of any outstanding
material contract, agreement, lease, or other commitment which is
material to the business, operations, properties, assets or condition
of Safe Cell and there is no event of default in any material respect
under any such contract, agreement, lease, or other commitment in
respect of which Safe Cell has not taken adequate steps to prevent
such a default from occurring.
Section 1.12 No Conflict With Other Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any
term or provision of, constitute an event of default under, or
terminate, accelerate or modify the terms of any material indenture,
mortgage, deed of trust, or other material contract, agreement, or
instrument to which Safe Cell is a party or to which any of its
properties or operations are subject.
Section 1.13 Governmental Authorizations. Except as set
forth in the Safe Cell Schedules, and where limited to only those
territories wherein Safe Cell is currently commercially selling it
various products and services. Safe Cell has all licenses,
franchises, permits, and other governmental authorizations that are
legally required to enable it to conduct its business in all
material respects as conducted on the date hereof. Except for
compliance with federal and state securities and corporation laws,
as hereinafter provided, no authorization, approval, consent, or
order of, or registration, declaration, or filing with, any court or
other applicable governmental body is required in connection with
the execution and delivery by Safe Cell of this Agreement and the
consummation by Safe Cell of the transactions contemplated hereby.
Section 1.14 Compliance With Laws and Regulations. Except
as set forth in the Safe Cell Schedules, to the best of its
knowledge Safe Cell has complied with all applicable statutes and
regulations of any federal, state, or other governmental entity or
agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business, operations, properties,
assets, or condition of Safe Cell or except to the extent that
noncompliance would not result in the occurrence of any material
liability for Safe Cell.
Section 1.15 Approval of Agreement. The Board of Directors
of Safe Cell which is currently comprised of a single Board of
Director, ▇▇. ▇▇▇ ▇▇▇▇▇, Chief Executive Officer and Secretary/
Treasurer, has authorized the execution and delivery of this Agreement
by Safe Cell and has approved this Agreement and the transactions
contemplated hereby, and will recommend to the Safe Cell Shareholders
that the Exchange Offer be accepted by them.
Section 1.16 Material Transactions or Affiliations. Set
forth in the Safe Cell Schedules is a description, if applicable, of
every contract, agreement, or arrangement between Safe Cell and any
predecessor and any person who was at the time of such contract,
agreement, or arrangement an officer, director, or person owning of
record, or known by Safe Cell to own beneficially, five percent (5%)
or more of the issued and outstanding common stock of Safe Cell and
which is to be performed in whole or in part after the date hereof or
which was entered into not more than three (3) years prior to the
date hereof. Except as disclosed in the Safe Cell Schedules or
otherwise disclosed herein, no officer, director, or five percent
(5%) shareholder of Safe Cell has, or has had since inception of Safe
Cell, any known interest, direct or indirect, in any transaction with
Safe Cell which was material to the business of Safe Cell. There are
no commitments by Safe Cell, whether written or oral, to lend any
funds, or to borrow any money from, or enter into any other
transaction with, any such affiliated person.
Section 1.17 Safe Cell Schedules. Safe Cell will deliver
to the Company the following schedules, if such schedules are
applicable to the business of Safe Cell, which are collectively
referred to as the " Safe Cell Schedules" and which consist of
separate schedules dated as of the date of execution of this Agreement,
all certified by the chief executive officer of Safe Cell as complete,
true, and correct as of the date of this Agreement in all material
respects:
(a) Schedule A - schedule containing complete and correct
copies of the Articles of Incorporation in effect as of the date of
this Agreement;
(b) Schedule B - schedule containing complete and correct
copies of the Bylaws of Safe Cell in effect as of the date of this
Agreement;
(c) Schedule C - schedule containing any Corporate
Resolutions of the Shareholders of Safe Cell;
(d) Schedule D - schedule containing Minutes of meetings
of the Board of Directors of Safe Cell;
(e) Schedule E - schedule containing a list indicating
the name and address of each shareholder of Safe Cell together with
the number of shares owned by him, her or it; and
(f) Schedule F - schedule containing Minutes of meetings of
the Board of Directors of Safe Cell;
(g) Schedule G - schedule containing copies of Safe Cell's
Exclusive Worldwide Agreement with its contract manufacturer - Milae
Electronics, Kyounggy-do, Korea;
(h) Schedule H - schedule containing terms of Safe Cell's
exclusive direct television marketing arrangement with Hartfell
Holdings, Inc., Incline Village, Nevada.
(i) Schedule I - schedule containing list of Safe Cell's
registered officers, senior management team and their annual
compensation.
(j) Schedule J - schedule setting forth any other information,
together with any required copies of documents, required to be
disclosed by Safe Cell.
Safe Cell shall cause the Safe Cell Schedules and the
instruments and data delivered to the Company hereunder to be
promptly updated after the date hereof up to and including the
Closing Date.
It is understood and agreed that not all of the schedules
referred to above have been completed or are available to be furnished
by Safe Cell. Safe Cell shall have until September 15, 2003 to
provide such schedules. If Safe Cell cannot or fails to do so, or if
the Company acting reasonably finds any such schedules or updates
provided after the date hereof to be unacceptable according to the
criteria set forth herein, the Company may terminate this Agreement by
giving written notice to Safe Cell within ten (10) days after the
schedules or updates were due to be produced or were provided. For
purposes of the foregoing, the Company may consider a disclosure in
the Safe Cell Schedules to be "unacceptable" only if that item would
have a material adverse impact on the financial condition of Safe Cell,
taken as a whole.
Section 1.18 Valid Obligation. This Agreement and all
agreements and other documents executed by Safe Cell in connection
herewith constitute the valid and binding obligation of Safe Cell,
enforceable in accordance with its or their terms, except as may be
limited by bankruptcy, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and subject
to the qualification that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding
therefor may be brought. The Exchange of the Safe Cell shares by the
Safe Cell Shareholders is not contingent upon any other agreement,
conditions or understandings.
Section 1.19 Acquisition of the Shares by the Safe Cell
Shareholders. The Safe Cell Shareholders are acquiring the Shares for
their own account without the participation of any other person and
with the intent of holding the Shares for investment and without the
intent of participating, directly or indirectly, in a distribution of
the Shares, or any portion thereof, and not with a view to, or for
resale in connection with, any distribution of the Shares, or any
portion thereof. The Safe Cell Shareholders have read, understand and
consulted with their legal counsel regarding the limitations and
requirements of Section 5 of the 1933 Act. The Safe Cell Shareholders
will offer, sell, pledge, convey or otherwise transfer the Shares,
or any portion thereof, only if: (i) pursuant to an effective
registration statement under the 1933 Act and any and all applicable
state securities or Blue Sky laws or in a transaction which is
otherwise in compliance with the 1933 Act and such laws; or (ii)
pursuant to a valid exemption from registration.
Section 1.20 Accredited Investor Status. Each Safe Cell
Shareholder is either a US resident and accredited investor as that
term is defined in Rule 501 of Regulation D promulgated under the
1933 Act or the Safe Cell Shareholders satisfy an exemption from
registration under Regulation S.
ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY
As an inducement to, and to obtain the reliance of Safe Cell
and the Safe Cell Shareholders, except as set forth in the Company
Schedules (as hereinafter defined), the Company represents and
warrants as follows:
Section 2.01 Organization. The Company is a corporation
duly organized, validly existing, and in good standing under the
laws of the State of Nevada and has the corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable
laws, regulations, ordinances, and orders of public authorities to
own all of its properties and assets, to carry on its business in all
material respects as it is now being conducted, and except where
failure to be so qualified would not have a material adverse effect
on its business, there is no jurisdiction in which it is not
qualified in which the character and location of the assets owned by
it or the nature of the business transacted by it requires
qualification. Included in the Company Schedules are complete and
correct copies of the Articles of Incorporation and Bylaws of the
Company as in effect on the date hereof. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of the Company's
Articles of Incorporation or Bylaws. The Company has taken all
action required by law, its Articles of Incorporation, its Bylaws,
or otherwise to authorize the execution and delivery of this Agreement,
and the Company has full power, authority, and legal right and has
taken all action required by law, its Articles of Incorporation,
Bylaws, or otherwise to consummate the transactions herein
contemplated.
Section 2.02 Capitalization. The Company is authorized
to issue 25,000,000 shares of Common Stock, par value $.001 per share,
of which 16,320,000 shares will be issued and outstanding on the
closing date prior to the issuance of the shares to the Safe Cell
shareholders as set forth in Section 3.01(ii), as defined herein. All
issued and outstanding shares are legally issued, fully paid, and non-
assessable and not issued in violation of the preemptive or other
rights of any person.
Section 2.03 Subsidiaries and Predecessor Corporations. The
Company does not have any predecessor corporation(s) or subsidiaries,
and does not own, beneficially or of record, any shares of any other
corporation.
Section 2.04 Financial Statements.
(a) Included in the Company Schedules are (i) the audited
balance sheets of the Company and the related statements of operations
and cash flows as of and for the twelve (12) months ended September 30,
2002 and (ii) the unaudited balance sheets of the Company and the
related statements of operations and cash flows for the nine (9) months
ended June 30, 2003.
(b) All such financial statements have been prepared in
accordance with generally accepted accounting principles consistently
applied throughout the periods involved. The Company balance sheets
present fairly as of their respective dates the financial condition of
the Company. As of the date of such balance sheets, except as and to
the extent reflected or reserved against therein, the Company had no
liabilities or obligations (absolute or contingent) which should be
reflected in the balance sheets or the notes thereto prepared in
accordance with generally accepted accounting principles, and all
assets reflected therein are properly reported and present fairly
the value of the assets of the Company, in accordance with generally
accepted accounting principles. The statements of operations,
stockholders' equity and cash flows reflect fairly the information
required to be set forth therein by generally accepted accounting
principles.
(c) The Company has no liabilities with respect to the
payment of any federal, state, county, local or other taxes
(including any deficiencies, interest or penalties), except for taxes
accrued but not yet due and payable.
(d) The books and records, financial and otherwise, of
the Company are in all material aspects complete and correct and
have been maintained in accordance with good business and accounting
practices.
(e) All of the Company's assets are reflected on its
financial statements, and, except as set forth in the Company
Schedules or the financial statements of the Company or the notes
thereto, the Company has no material liabilities, direct or indirect,
matured or unmatured, contingent or otherwise.
Section 2.05 Information. The information concerning the
Company set forth in this Agreement and the Company Schedules is
complete and accurate in all material respects and does not contain
any untrue statements of a material fact or omit to state a material
fact required to make the statements made, in light of the
circumstances under which they were made, not misleading. In addition,
the Company has fully disclosed in writing to Safe Cell (through this
Agreement or the Company Schedules) all information relating to
matters involving the Company or its assets or its present or past
operations or activities which (i) indicated or may indicate, in the
aggregate, the existence of a greater than One Thousand Dollars
($1,000) liability or diminution in value, (ii) have led or may lead
to a competitive disadvantage on the part of the Company or (iii)
either alone or in aggregation with other information covered by this
Section, otherwise have led or may lead to a material adverse effect
on the transactions contemplated herein or on the Company, its assets,
or its operations or activities as presently conducted or as
contemplated to be conducted after the Closing Date, including, but
not limited to, information relating to governmental, employee,
environmental, litigation and securities matters and transactions
with affiliates.
Section 2.06 Options or Warrants. There are no existing
options, warrants, calls, or commitments of any character relating to
the authorized and unissued stock of the Company.
Section 2.07 Absence of Certain Changes or Events. Except
as disclosed in Schedule 2.07, or permitted in writing by Safe Cell,
since the date of the most recent Company balance sheet:
(a) there has not been (i) any material adverse change in
the business, operations, properties, assets or condition of the
Company or (ii) any damage, destruction or loss to the Company
(whether or not covered by insurance) materially and adversely
affecting the business, operations, properties, assets or condition
of the Company;
(b) The Company has not and will not (i) amend its
Articles of Incorporation or Bylaws except to complete the performance
of the Company as set forth herein; (ii) declare or make, or agree to
declare or make any payment of dividends or distributions of any assets
of any kind whatsoever to stockholders or purchase or redeem, or agree
to purchase or redeem, any of its capital stock; (iii) waive any rights
of value which in the aggregate are outside of the ordinary course
of business or material considering the business of the Company; (iv)
make any material change in its method of management, operation, or
accounting; (v) enter into any transaction or agreement other than in
the ordinary course of business; (vi) make any accrual or arrangement
for or payment of bonuses or special compensation of any kind or any
severance or termination pay to any present or former officer or
employee; (vii) increase the rate of compensation payable or to become
payable by it to any of its officers or directors or any of its
salaried employees whose monthly compensation exceed One Thousand
Dollars ($1,000); or (viii) make any increase in any profit sharing,
bonus, deferred compensation, insurance, pension, retirement, or other
employee benefit plan, payment, or arrangement, made to, for or with
its officers, directors, or employees;
(c) The Company has not (i) granted or agreed to grant any
options or warrants; (ii) borrowed or agreed to borrow any funds or
incurred, or become subject to, any material obligation or liability
(absolute or contingent) except liabilities incurred in the ordinary
course of business; (iii) paid or agreed to pay any material
obligations or liabilities (absolute or contingent) other than current
liabilities reflected in or shown on the most recent the Company
balance sheet and current liabilities incurred since that date in the
ordinary course of business and professional and other fees and expenses
in connection with the preparation of this Agreement and the consummation
of the transaction contemplated hereby; (iv) sold or transferred, or
agreed to sell or transfer, any of its assets, properties, or rights
(except assets, properties, or rights not used or useful in its business
which, in the aggregate have a value of less than One Thousand Dollars
[$1,000]), or canceled, or agreed to cancel, any debts or claims (except
debts or claims which in the aggregate are of a value less than One
Thousand Dollars [$1,000]); and (v) made or permitted any amendment or
termination of any contract, agreement, or license to which it is a
party if such amendment or termination is material, considering the
business of the Company; and
(d) The Company has not become subject to any law or
regulation which materially and adversely affects, or in the future,
may adversely affect, the business, operations, properties, assets or
condition of the Company.
Section 2.08 Title and Related Matters. The Company has
good and marketable title to all of its properties, inventory, interest
in properties, and assets, real and personal, which are reflected in
the most recent Company balance sheet or acquired after that date
(except properties, inventory, interest in properties, and assets sold
or otherwise disposed of since such date in the ordinary course of business),
free and clear of all liens, pledges, charges, or encumbrances except (a)
statutory liens or claims not yet delinquent; (b) such imperfections of
title and easements as do not and will not materially detract from or
interfere with the present or proposed use of the properties subject
thereto or affected thereby or otherwise materially impair present
business operations on such properties; and (c) as described in the
Company Schedules. Except as set forth in the Company Schedules, the
Company owns, free and clear of any liens, claims, encumbrances, royalty
interests, or other restrictions or limitations of any nature whatsoever,
any and all products it is currently manufacturing, including the
underlying technology and data, and all procedures, techniques, marketing
plans, business plans, methods of management, or other information
utilized in connection with the Company's business. Except as set forth
in the Company Schedules, no third party has any right to, and the
Company has not received any notice of infringement of or conflict with
asserted rights of others with respect to any product, technology, data,
trade secrets, know-how, proprietary techniques, trademarks, service
marks, trade names, or copyrights which, individually or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would have
a materially adverse effect on the business, operations, financial
condition, income, or business prospects of the Company or any material
portion of its properties, assets, or rights.
Section 2.09 Litigation and Proceedings. There are no actions,
suits, proceedings or investigations pending or, to the knowledge of the
Company after reasonable investigation, threatened by or against the
Company or affecting the Company or its properties, at law or in equity,
before any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind. The Company
has no knowledge of any default on its part with respect to any judgment,
order, writ, injunction, decree, award, rule or regulation of any court,
arbitrator, or governmental agency or instrumentality, or any
circumstance which after reasonable investigation would result in the
discovery of such default.
Section 2.10 Contracts.
(a) The Company is not a party to, and its assets, products,
technology and properties are not bound by, any material contract,
franchise, license agreement, agreement, debt instrument or other
commitments whether such agreement is in writing or oral.
(b) All contracts, agreements, franchises, license
agreements, and other commitments to which the Company is a party or
by which its properties are bound and which are material to the
operations of the Company taken as a whole are valid and enforceable
by the Company in all respects, except as limited by bankruptcy and
insolvency laws and by other laws affecting the rights of creditors
generally;
(c) The Company is not a party to or bound by, and the
properties of the Company are not subject to any contract, agreement,
other commitment or instrument; any charter or other corporate
restriction; or any judgment, order, writ, injunction, decree, or
award which materially and adversely affects, the business operations,
properties, assets, or condition of the Company; and
(d) Except as included or described in the Company Schedules
or reflected in the most recent Company balance sheet, the Company is
not a party to any oral or written (i) contract for the employment of
any officer or employee which is not terminable on thirty (30) days, or
less notice; (ii) profit sharing, bonus, deferred compensation, stock
option, severance pay, pension benefit or retirement plan, (iii)
agreement, contract, or indenture relating to the borrowing of money,
(iv) guaranty of any obligation, other than one on which the Company is
a primary obligor, for the borrowing of money or otherwise, excluding
endorsements made for collection and other guaranties of obligations
which, in the aggregate do not exceed more than one year or providing
for payments in excess of Twenty-Five Thousand Dollars ($25,000) in the
aggregate; (v) collective bargaining agreement; or (vi) agreement with
any present or former officer or director of the Company.
Section 2.11 Material Contract Defaults. The Company is not
in default in any respect under the terms of any outstanding contract,
agreement, lease, or other commitment which is material to the business,
operations, properties, assets or condition of the Company and there is
no event of default in any material respect under any such contract,
agreement, lease, or other commitment in respect of which the Company
has not taken adequate steps to prevent such a default from occurring.
Section 2.12 No Conflict With Other Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term
or provision of, constitute a default under, or terminate, accelerate
or modify the terms of, any indenture, mortgage, deed of trust, or other
material agreement or instrument to which the Company is a party or to
which any of its assets or operations are subject.
Section 2.13 Governmental Authorizations. The Company has
all licenses, franchises, permits, and other governmental authorizations,
that are legally required to enable it to conduct its business operations
in all material respects as conducted on the date hereof. Except for
compliance with federal and state securities or corporation laws, as
hereinafter provided, no authorization, approval, consent or order of,
of registration, declaration or filing with, any court or other
governmental body is required in connection with the execution and
delivery by the Company of this Agreement and the consummation by the
Company of the transactions contemplated hereby.
Section 2.14 Compliance With Laws and Regulations. To the
best of its knowledge, the Company has complied with all applicable
statutes and regulations of any federal, state, or other applicable
governmental entity or agency thereof, except to the extent that non-
compliance would not materially and adversely affect the business,
operations, properties, assets or condition of the Company or except to
the extent that noncompliance would not result in the occurrence of any
material liability. This compliance includes, but is not limited to,
the filing of all reports, filings and schedules to date with federal
and state securities authorities.
Section 2.15 Approval of Agreement. The Board of Directors
of the Company has authorized the execution and delivery of this
Agreement by the Company and has approved this Agreement and the
transactions contemplated hereby.
Section 2.16 Material Transactions or Affiliations. Except
as disclosed herein and in the Company Schedules, there exists no
contract, agreement or arrangement between the Company and any
predecessor and any person who was at the time of such contract,
agreement or arrangement an officer, director, or person owning of
record or known by the Company to own beneficially, five percent (5%)
or more of the issued and outstanding Common Stock of the Company and
which is to be performed in whole or in part after the date hereof or
was entered into not more than three years prior to the date hereof.
Neither any officer, director, nor five percent (5%) shareholder of the
Company has, or has had since inception of the Company, any known
interest, direct or indirect, in any such transaction with the Company
which was material to the business of the Company. The Company has no
commitment, whether written or oral, to lend any funds to, borrow any
money from, or enter into any other transaction with, any such
affiliated person.
Section 2.17 The Company Schedules. Within ten (10) days
subsequent to Closing, the Company will deliver to Safe Cell the
following schedules, which are collectively referred to as the "Company
Schedules" and which consist of separate schedules, which are dated the
date of this Agreement, all certified by the chief executive officer of
the Company to be complete, true, and accurate in all material respects
as of the date of this Agreement:
(a) a schedule containing complete and accurate copies of
the Articles of Incorporation and Bylaws of the Company as in effect as
of the date of this Agreement;
(b) a schedule containing the financial statements of the
Company identified herein;
(c) a certified list from the Company's Transfer Agent
setting forth the name and address of each shareholder of the Company
together with the number of shares owned by him, her or it;
(d) a schedule containing a description of all real
property owned by the Company, together with a description of every
mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim,
or equity interest of any nature whatsoever in such real property;
(e) copies of all licenses, permits, and other governmental
authorizations (or requests or applications therefor) pursuant to which
the Company carries on or proposes to carry on its business (except
those which, in the aggregate, are immaterial to the present or proposed
business of the Company);
(f) a schedule listing the accounts receivable and notes
and other obligations receivable of the Company as of June 30, 2003, or
thereafter other than in the ordinary course of business of the Company,
indicating the debtor and amount, and classifying the accounts to show
in reasonable detail the length of time, if any, overdue, and stating
the nature and amount of any refunds, set offs, reimbursements,
discounts, or other adjustments which are in the aggregate material
and due to or claimed by such debtor;
(g) a schedule listing the accounts payable and notes and
other obligations payable of the Company as of June 30, 2003, or that
arose thereafter other than in the ordinary course of the business of
the Company, indicating the creditor and amount, classifying the
accounts to show in reasonable detail the length of time, if any,
overdue, and stating the nature and amount of any refunds, set offs,
reimbursements, discounts, or other adjustments, which in the aggregate
are material and due to or claimed by the Company respecting such
obligations;
(h) a schedule setting forth a description of any material
adverse change in the business, operations, property, inventory, assets,
or condition of the Company since June 30, 2003; and
(i) a schedule setting forth any other information, together
with any required copies of documents, required to be disclosed in the
Company Schedules by Sections 2.01 through 2.18.
The Company shall cause the Company Schedules and the instruments
and data delivered to Safe Cell hereunder to be promptly updated after
the date hereof up to and including the Closing Date.
If the Company cannot or fails to provide the schedules required
by this Section, or if Safe Cell or the Safe Cell Shareholders find any
such schedules or updates provided after the date hereof to be
unacceptable, Safe Cell or the Safe Cell Shareholders may terminate this
Agreement by giving written notice to the Company within five (5) days
after the schedules or updates were due to be produced or were provided.
For purposes of the foregoing, Safe Cell may consider a disclosure in the
Company Schedules to be "unacceptable" only if that item would have a
material adverse impact on the financial condition of the Company, taken
as a whole.
Section 2.18 Valid Obligation. This Agreement and all
agreements and other documents executed by the Company in connection
herewith constitute the valid and binding obligation of the Company,
enforceable in accordance with its or their terms, except as may be
limited by bankruptcy, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and subject to
the qualification that the availability of equitable remedies is subject
to the discretion of the court before which any proceeding therefor may
be brought.
Section 2.19 Liabilities. The Company acknowledges
that it will have no liabilities outstanding on the Closing Date (as
defined in Section 3.02).
Section 2.20 Reporting Requirements of the Company. The
Company is subject to the reporting and filing requirements of the
Securities Exchange Act of 1934 ("the Exchange Act") including (1) the
periodic reporting requirements and (2) the Proxy Rules set forth
thereunder. The Company and its officers, directors, and beneficial
owners are subject to the provisions of the Exchange Act Section 16
relating to short-swing profit recapture, reports of beneficial
ownership and short sale prohibitions and the Company and its officers,
directors, and beneficial owners have timely complied in all respects
with the filing requirements of the Exchange Act.
Section 2.21 Quotation on the OTC Bulletin Board. The
Company's Common Stock is quoted on the OTC Bulletin Board under the
symbol "CTTG" and the Company will retain such quotation on the OTC
Bulletin Board until the Closing of the transactions contemplated herein.
Section 2.22 Approval of the Exchange by the Company's
Shareholders. The transactions contemplated by this Agreement do not
require the approval of the Company's shareholders and the Company is
not required to file a Schedule 14A or 14C with the Securities and
Exchange Commission as a result of the transactions contemplated herein.
Section 2.23 The Directors of the Company shall have approved
the Exchange Offer and the related transactions described herein.
Section 2.24 Approval of the Exchange Offer and related
transactions by the Company's Shareholders is not required by Nevada law
or the Company's Articles of Incorporation or Bylaws or any amendments
thereto.
ARTICLE III
PLAN OF EXCHANGE
Section 3.01 The Exchange. (i) On the terms and subject
to the conditions set forth in this Agreement, on the Closing Date (as
defined in Section 3.02), each Safe Cell Shareholder who shall elect
to accept the Exchange Offer described herein shall assign, transfer
and deliver, free and clear of all liens, pledges, encumbrances,
charges, restrictions or known claims of any kind, nature, or
description, the number of shares of common stock of Safe Cell set
forth herein, in the aggregate constituting 100% of the issued and
outstanding shares of common stock of Safe Cell. After the
acquisition of 100% of the outstanding shares of Safe Cell, Safe Cell
shall become a wholly owned subsidiary of the Company.
Section 3.01(ii) The Safe Cell Shareholders will receive
One Thousand (1,000) shares of the Company's common stock for every One
(1) share of Safe Cell common stock held or an aggregate amount of Eight
Million Four Hundred and Eighty Thousand (8,480,000) shares of the
Company's Common Stock, representing approximately Thirty-Four Percent
(34%) of the Company's then outstanding Common Stock.
Section 3.02 Closing. The closing ("Closing") of the
transaction contemplated by this Agreement shall be on a date and at
such time as the parties may agree ("Closing Date") but not later than
August 31, 2003, subject to the right of the Company or Safe Cell to
extend such Closing Date by up to an additional ten (10) days. Such
Closing shall take place at a mutually agreeable time and place. At
Closing, or immediately thereafter, the following will occur:
a) The Safe Cell Shareholders shall surrender the certificates
evidencing 100% of the shares of Safe Cell stock, duly endorsed with
Medallion Guaranteed stock powers so as to make the Company the sole
owner thereof ;
b) The Company will issue and deliver 8,480,000 newly issued treasury
shares of the Company's Common Stock in the name of Shareholders in
accordance with this Agreement;
c) At Closing, ▇▇▇▇ ▇▇▇▇▇▇ shall remain on the Board and ▇▇▇▇▇ ▇▇▇▇▇▇
shall resign as a Board member and Safe Cell shall designate ▇▇. ▇▇▇
▇▇▇▇▇ to be appointed to the Board of Directors to fill the vacancy
created by such resignation. Upon the appointment of Safe Cell's
Designee, the Company will have a total of two (2) Directors;
d) The Closing shall be consummated by the execution and acknowledgment
by the Company and Safe Cell of Articles of Share Exchange in
accordance with applicable Nevada law. The Articles of Share Exchange
executed and acknowledged shall be delivered for filing to the
Secretary of State of the State of Nevada as promptly as possible after
the consummation of the Closing. The Articles of Share Exchange shall
specify the effective date and time of the Share Exchange; and
e) At the Closing, the Company, Safe Cell and each of the Safe Cell
Shareholders shall execute, acknowledge, and deliver (or shall ensure
to be executed, acknowledged, and delivered) any and all certificates,
opinions, financial statements, schedules, agreements, resolutions,
rulings or other instruments required by this Agreement to be so
delivered at or prior to the Closing, together with such other items as
may be reasonably requested by the parties hereto and their respective
legal counsel in order to effectuate or evidence the transactions
contemplated hereby. Among other things, the Company shall provide an
opinion of counsel acceptable to Safe Cell as to such matters as Safe
Cell may reasonably request, which shall include, but not be limited to,
a statement, to the effect that to such counsel's best knowledge, after
reasonable investigation, from inception until the Closing Date, the
Company has complied with all applicable statutes and regulations of any
federal, state, or other applicable governmental entity or agency
thereof, except to the extent that noncompliance would not materially
and adversely affect the business, operations, properties, assets or
condition of the Company or except to the extent that noncompliance
would not result in the occurrence of any material liability (such
compliance including, but not being limited to, the filing of all reports
to date with federal and state securities authorities).
Section 3.03 Name Change. Subsequent to the Closing,
the Company's legal name, Cusip # and related OTC:BB trading symbol
[ticker "CTTG"] shall not be changed and Safe Cell Tab Inc., shall become
known as a wholly owned subsidiary of the Company.
Section 3.04 Tradability of Shares. The shares of the Common
Stock of the Company to be issued to the Safe Cell Shareholders have not
been registered under the 1933 Act, nor registered under any state
securities law, and are "restricted securities" as that term is defined
in Rule 144 under the ▇▇▇▇ ▇▇▇. The securities may not be offered for
sale, sold or otherwise transferred except pursuant to an effective
registration statement under the 1933 Act, or pursuant to an exemption
from registration under the 1933 Act. The shares to be issued to the
Safe Cell Shareholders will bear the following restrictive legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR
HYPOTHECATED WITHOUT EITHER: i) REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii)
SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY
TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND
APPLICABLE STATE SECURITIES LAWS."
Section 3.05 Anti-Dilution. The number of shares of the
Company's Common Stock issuable upon the Exchange Offer shall be
appropriately adjusted to take into account any other stock split,
stock dividend, reverse stock split, recapitalization, or similar
change in the Company's Common Stock which may occur (i) between the
date of the execution of this Agreement and the Closing Date.
Section 3.06 Termination.
(a) This Agreement may be terminated by the Board of
Directors of either the Company or Safe Cell or by the Safe Cell
Shareholders at any time prior to the Closing Date if:
(i) there shall be any actual or threatened action or
proceeding before any court or any governmental body which shall seek
to restrain, prohibit, or invalidate the transactions contemplated by
this Agreement and which, in the judgment of such Board of Directors,
made in good faith and based upon the advice of its legal counsel,
makes it inadvisable to proceed with the Exchange;
(ii) any of the transactions contemplated hereby are
disapproved by any regulatory authority whose approval is required to
consummate such transactions (which does not include the Securities
and Exchange Commission) or in the judgment of such board of directors,
made in good faith and based on the advice of counsel, there is
substantial likelihood that any such approval will not be obtained or
will be obtained only on a condition or conditions which would be
unduly burdensome, making it inadvisable to proceed with the Exchange;
or
(iii) if less than one hundred percent (100%) of the Safe Cell
Shareholders agree to the Exchange Offer.
In the event of termination pursuant to this paragraph, no obligation,
right or liability shall arise hereunder, and each party shall bear all
of the expenses incurred by it in connection with the negotiation,
drafting, and execution of this Agreement and the transactions herein
contemplated.
(b) This Agreement may be terminated by the Board of
Directors of the Company at any time prior to the Closing Date if:
(i) the Board of Directors of the Company determines in good
faith that one or more of the Company's conditions to Closing has not
occurred, but only after the offending party has been given twenty days
notice and an opportunity to cure, through no fault of the Company.
(ii) The Company takes the termination action specified in
Section 1.17 as a result of Safe Cell Schedules or updates thereto which
the Company finds unacceptable; or
(iii) Safe Cell shall fail to comply in any material respect
with any of its covenants or agreements contained in this Agreement or
if any of the representations or warranties of Safe Cell contained
herein shall be inaccurate in any material respect, where such
noncompliance or inaccuracy has not been cured within ten (10) days
after written notice thereof.
If this Agreement is terminated pursuant to this paragraph, this
Agreement shall be of no further force or effect, and no obligation,
right or liability shall arise hereunder, except that Purchaser shall
bear the costs in connection with the negotiation, preparation, and
execution of this Agreement and qualifying the offer and sale of
securities to be issued in the Exchange under the registration
requirements, or exemption from the registration requirements, of
state and federal securities laws.
(c) This Agreement may be terminated by the Board of
Directors of Safe Cell or by the Safe Cell Shareholders at any time
prior to the Closing Date if:
(i) there shall have been any change after the date of
the latest balance sheet of the Company in the assets, properties,
business or financial condition of the Company which could have a
material adverse effect on the financial statements of the Company
listed in Section 2.04(a) and 2.04(b) taken as a whole, except any
changes disclosed in the Company Schedules;
(ii) the Board of Directors of Safe Cell determines in
good faith that one or more of Safe Cell's conditions to Closing has
not occurred, through no fault of Safe Cell;
(iii) Safe Cell takes the termination action specified in
Section 2.17 as a result of the Company Schedules or updates thereto
which Safe Cell finds unacceptable;
(iv) on or before September 15, 2003, if Safe Cell notifies
the Company that Safe Cell's investigation pursuant to Section 4.01
below has uncovered information which it finds unacceptable by the
same criteria set forth herein; or
(v) The Company shall fail to comply in any material
respect with any of its covenants or agreements contained in this
Agreement or if any of the representations or warranties of the
Company contained herein shall be inaccurate in any material respect,
where such noncompliance or inaccuracy has not been cured within ten
(10) days after written notice thereof.
If this Agreement is terminated pursuant to this paragraph, this
Agreement shall be of no further force or effect, and no obligation,
right or liability shall arise hereunder.
No revenue ruling or opinion of counsel will be sought as
to the tax-free nature of the subject Exchange and such tax treatment
is not a condition to Closing herein.
ARTICLE IV
SPECIAL COVENANTS
Section 4.01 Access to Properties and Records. The Company
and Safe Cell will each afford to the officers and authorized
representatives of the other full access to the properties, books and
records of the Company, as the case may be, in order that each may
have a full opportunity to make such reasonable investigation as it
shall desire to make of the affairs of the other, and each will furnish
the other with such additional financial and operating data and other
information as to the business and properties of the Company or Safe
Cell, as the case may be, as the other shall from time to time
reasonably request. Any such investigation and examination shall be
conducted at reasonable times and under reasonable circumstances, and
each party hereto shall cooperate fully therein. No investigation by
a party hereto shall, however, diminish or waive in any way any of the
representations, warranties, covenants or agreements of the other
party under this Agreement. In order that each party may investigate
as it may wish the business affairs of the other, each party shall
furnish the other during such period with all such information and
copies of such documents concerning the affairs of it as the other
party may reasonably request, and cause its officer, employees,
consultants, agents, accountants, and attorneys to cooperate fully in
connection with such review and examination, and to make full disclosure
to the other parties all material facts affecting its financial
condition, business operations, and the conduct of operations. Without
limiting the foregoing, as soon as practicable after the end of each
fiscal quarter (and in any event through the last fiscal quarter prior
to the Closing Date), the Company shall provide Safe Cell with quarterly
internally prepared and un-audited financial statements for all periods
up to the date of Closing.
Section 4.02 Delivery of Books and Records. At the Closing,
Safe Cell shall deliver to the Company copies of the corporate minute
books, books of account, contracts, records, and all other books or
documents of Safe Cell now in the possession of Safe Cell or its
representatives.
Section 4.03 Third Party Consents and Certificates. The
Company and Safe Cell agree to cooperate with each other in order to
obtain any required third party consents to this Agreement and the
transactions herein contemplated.
Section 4.04 Consent of Safe Cell Shareholders. Safe Cell
shall use its best efforts to obtain the consent of 100% of the Safe
Cell Shareholders to participate in the Exchange.
Section 4.05 Exclusive Dealing Rights. Until 5:00 P.M.
Eastern Daylight Time on August 31, 2003.
(a) In recognition of the substantial time and effort which
the Company has spent and will continue to spend in investigating Safe
Cell and its business and in addressing the matters related to the
transactions contemplated herein, each of which may preempt or delay
other management activities, neither Safe Cell, nor any of its officers,
employees, representatives or agents will directly or indirectly solicit
or initiate any discussions or negotiations with, or, except where
required by fiduciary obligations under applicable law as advised by
counsel, participate in any negotiations with or provide any information
to or otherwise cooperate in any other way with, or facilitate or
encourage any effort or attempt by, any corporation, partnership, person
or other entity or group (other than the Company and its directors,
officers, employees, representatives and agents) concerning any merger,
sale of substantial assets, sale of shares of capital stock, (including
without limitation, any public or private offering of the common stock
of Safe Cell) or similar transactions involving Safe Cell (all such
transactions being referred to as " Safe Cell Acquisition Transactions").
If Safe Cell receives any proposal with respect to a Safe Cell
Acquisition Transaction, it will immediately communicate to the Company
the fact that it has received such proposal and the principal terms
thereof.
(b) In recognition of the substantial time and effort which
Safe Cell has spent and will continue to spend in investigating the
Company and its business and in addressing the matters related to the
transactions contemplated herein, each of which may preempt or delay
other management activities, neither the Company, nor any of its officers,
employees, representatives, shareholders or agents will directly or
indirectly solicit or initiate any discussions or negotiations with, or,
except where required by fiduciary obligations under applicable law as
advised by counsel, participate in any negotiations with or provide any
information to or otherwise cooperate in any other way with, or facilitate
or encourage any effort or attempt by, any corporation, partnership,
person or other entity or group (other than Safe Cell and its directors,
officers, employees, representatives and agents) concerning any merger,
sale of substantial assets, sale of shares of capital stock, (including
without limitation, any public or private offering of the Common Stock
of the Company or similar transactions involving the Company (all such
transactions being referred to as "Company Acquisition Transactions").
If the Company receives any proposal with respect to a Company
Acquisition Transaction, it will immediately communicate to Safe Cell
the fact that it has received such proposal and the principal terms
thereof.
Section 4.06 Actions Prior to Closing.
(a) From and after the date of this Agreement until the
Closing Date and except as set forth in the Company Schedules or Safe
Cell Schedules or as permitted or contemplated by this Agreement, the
Company (subject to paragraph (b) below) and Safe Cell respectively,
will each:
(i) carry on its business in substantially the same manner
as it has heretofore;
(ii) maintain and keep its properties in states of good
repair and condition as at present, except for depreciation due to
ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance
comparable in amount and in scope of coverage to that now maintained
by it;
(iv) perform in all material respects all of its obligations
under material contracts, leases, and instruments relating to or
affecting its assets, properties, and business;
(v) use its best efforts to maintain and preserve its
business organization intact, to retain its key employees, and to
maintain its relationship with its material suppliers and customers;
and
(vi) fully comply with and perform in all material respects
all obligations and duties imposed on it by all federal and state laws
and all rules, regulations, and orders imposed by federal or state
governmental authorities.
(b) From and after the date of this Agreement until the
Closing Date, neither the Company nor Safe Cell will:
(i) make any changes in their Articles of Incorporation
or Bylaws, except as otherwise provided in this Agreement;
(ii) take any action described in Section 1.07 in the case
of Safe Cell, or in Section 2.07, in the case of the Company (all
except as permitted therein or as disclosed in the applicable party's
schedules);
(iii) enter into or amend any contract, agreement, or other
instrument of any of the types described in such party's schedules,
except that a party may enter into or amend any contract, agreement,
or other instrument in the ordinary course of business involving the
sale of goods or services; or
(iv) sell any assets or discontinue any operations (other
than the Divestiture), sell any shares of capital stock (other than as
contemplated in Section 4.06 hereof and the sale of securities
underlying existing warrants or options of the Company) or conduct
any similar transactions other than in the ordinary course of business.
Section 4.07 Indemnification.
(a) The Company hereby agrees to indemnify Safe Cell and
each of the officers, agents, and directors of Safe Cell and each of
the Safe Cell Shareholders as of the date of execution of this
Agreement against any loss, liability, claim, damage, or expense
(including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing, or defending against
any litigation, commenced or threatened, or any claim whatsoever), to
which it or they may become subject arising out of or based on any
inaccuracy appearing in or misrepresentation made by the Company under
this Agreement. The indemnification provided for in this paragraph
shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement.
Section 4.08 Limitation of Subsequent Corporate Actions.
It is expressly understood and agreed that the Company,
the shareholders of Safe Cell, and their affiliates will take all steps
necessary to ensure that:
(1) The Company will not enact a reverse split of its Common Stock for
a period of twelve (12) months after execution of this Agreement;
(2) The assets of Safe Cell, if any, shall remain in the Company as part
of its on-going business operations;
(3) No shares of the Company's common stock shall be registered
pursuant to an S-8 registration statement for a period of twelve (12)
months following the date of execution of this Agreement;
(4) The Company will not file a registration statement for a period
of six months after execution of this Agreement;
Notwithstanding items (1), (2), (3), and 4 the Company may waive such
conditions stated above with a written waiver. Other than (1), (2), (3),
and 4 of this Section, there are no restrictions upon the Company to
inhibit, prevent, limit or restrict the Company from issuing additional
securities of any class, preference or type after the date of the Closing.
Section 4.09 Audited Financial Statements. The Company
shall file audited financial statements of Safe Cell as required by
the Securities and Exchange Commission within seventy-five (75) days
from the date of Closing.
Section 4.10 Blue Sky Manual Exemption. The Company shall
file with Standard & Poors or ▇▇▇▇▇'▇ within one hundred twenty (120)
days from the date of Closing.
Section 4.11 Repayment of Loan. In the event the Company
successfully raises more than $250,000 within twelve months from
Closing this Agreement via a private placement, the Company agrees to
repay ▇▇▇▇▇▇ ▇▇▇▇▇▇ $25,000 pursuant to the terms of a demand note.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY
The obligations of the Company under this Agreement are subject
to the satisfaction, at or before the Closing Date, of the following
conditions:
Section 5.01 Accuracy of Representations and Performance of
Covenants. The representations and warranties made by Safe Cell in this
Agreement were true when made and shall be true at the Closing Date with
the same force and effect as if such representations and warranties were
made at and as of the Closing Date (except for changes therein permitted
by this Agreement). Safe Cell shall have performed or complied with all
covenants and conditions required by this Agreement to be performed or
complied with by Safe Cell prior to or at the Closing. The Company
shall be furnished with a certificate, signed by a duly authorized
executive officer of Safe Cell and dated the Closing Date, to the
foregoing effect.
Section 5.02 Officer's Certificate. The Company shall have
been furnished with a certificate dated the Closing Date and signed by
a duly authorized officer of Safe Cell to the effect that no litigation,
proceeding, investigation, or inquiry is pending, or to the best
knowledge of Safe Cell threatened, which might result in an action to
enjoin or prevent the consummation of the transactions contemplated by
this Agreement, or, to the extent not disclosed in the Safe Cell
Schedules, by or against Safe Cell, which might result in any material
adverse change in any of the assets, properties, business, or
operations of Safe Cell.
Section 5.03 No Material Adverse Change. Prior to the
Closing Date, there shall not have occurred any material change in
the financial condition, business, or operations of Safe Cell nor
shall any event have occurred which, with the lapse of time or the
giving of notice, is determined to be unacceptable using the criteria
set forth in Section 1.17.
Section 5.04 Approval by Safe Cell Shareholders. The
Exchange shall have been approved, and shares delivered in accordance
with Section 3.01, by the holders of not less than one hundred percent
(100%) of the outstanding common stock of Safe Cell.
Section 5.05 No Governmental Prohibition. No order,
statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered,
promulgated or enforced by any court or governmental or regulatory
authority or instrumentality which prohibits the consummation of the
transactions contemplated hereby.
Section 5.06 Consents. All consents, approvals, waivers or
amendments pursuant to all contracts, licenses, permits, trademarks and
other intangibles in connection with the transactions contemplated
herein, or for the continued operation of the Company and Safe Cell
after the Closing Date on the basis as presently operated shall have
been obtained.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF SAFE CELL
AND THE SAFE CELL SHAREHOLDERS
The obligations of Safe Cell and the Safe Cell Shareholders
under this Agreement are subject to the satisfaction, at or before the
Closing Date, of the following conditions:
Section 6.01 Accuracy of Representations and Performance of
Covenants. The representations and warranties made by the Company in
this Agreement were true when made and shall be true as of the Closing
Date (except for changes therein permitted by this Agreement) with the
same force and effect as if such representations and warranties were
made at and as of the Closing Date. Additionally, the Company shall
have performed and complied with all covenants and conditions required
by this Agreement to be performed or complied with by the Company and
shall have satisfied all conditions set forth herein prior to or at
the Closing. Safe Cell shall have been furnished with certificates,
signed by duly authorized executive officers of the Company and dated
the Closing Date, to the foregoing effect.
Section 6.02 Officer's Certificate. Safe Cell shall have
been furnished with certificates dated the Closing Date and signed by
the duly authorized executive officer of the Company, to the effect
that no litigation, proceeding, investigation or inquiry is pending,
or to the best knowledge of the Company threatened, which might result
in an action to enjoin or prevent the consummation of the transactions
contemplated by this Agreement or, to the extent not disclosed in the
Company Schedules, by or against the Company, which might result in
any material adverse change in any of the assets, properties or
operations of the Company.
Section 6.03 No Material Adverse Change. Prior to the
Closing Date, there shall not have occurred any change in the financial
condition, business or operations of the Company nor shall any event
have occurred which, with the lapse of time or the giving of notice,
is determined to be unacceptable using the criteria set forth in
Section 2.17.
Section 6.04 No Governmental Prohibition. No order, statute,
rule, regulation, executive order, injunction, stay, decree, judgment
or restraining order shall have been enacted, entered, promulgated or
enforced by any court or governmental or regulatory authority or
instrumentality which prohibits the consummation of the transactions
contemplated hereby.
Section 6.05 Consents. All consents, approvals, waivers or
amendments pursuant to all contracts, licenses, permits, trademarks
and other intangibles in connection with the transactions contemplated
herein, or for the continued operation of the Company and Safe Cell
after the Closing Date on the basis as presently operated shall have
been obtained.
Section 6.06 Other Items. Safe Cell shall have received
further opinions, documents, certificates, or instruments relating to
the transactions contemplated hereby as Safe Cell may reasonably request.
ARTICLE VII
MISCELLANEOUS
Section 7.01 No Bankruptcy and No Criminal Convictions.
None of the Parties to the Agreement, nor their officers,
directors or affiliates, promoters, beneficial shareholders or control
persons, nor any predecessor thereof have been subject to the following:
(a) Any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer
within the past five (5) years;
(b) Any conviction in a criminal proceeding or being
subject to a pending criminal proceeding (excluding traffic violations
and other minor offenses);
(c) Being subject to any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending
or otherwise limiting his involvement in any type of business, securities
or banking activities; and
(d) Being found by a court of competent jurisdiction
(in a civil action), the Securities and Exchange Commission (the "SEC")
or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
Section 7.02 Brokers. No broker's or finder's fee will be
paid in connection with the transaction contemplated by this Agreement
other than fees payable to persons registered as broker-dealers pursuant
to Section 15 of the Securities Exchange Act of 1934. The Company and
Safe Cell agree that, except as set forth herein and on Schedule 7.02
attached hereto, there were no brokers or finders involved in bringing
the parties together or who were instrumental in the negotiation,
execution or consummation of this Agreement. The Company and Safe Cell
each agree to indemnify the other against any claim by any third person
other than those described above for any commission, brokerage, or
finder's fee arising from the transactions contemplated hereby based on
any alleged agreement or understanding between the indemnifying party
and such third person, whether express or implied from the actions of
the indemnifying party.
Section 7.03 Governing Law and Arbitration. This Agreement
shall be governed by, enforced, and construed under and in accordance
with the laws of the United States of America and, with respect to the
matters of state law, with the laws of the State of Nevada without
giving effect to principles of conflicts of law thereunder. All
controversies, disputes or claims arising out of or relating to this
Agreement shall be resolved by binding arbitration. The arbitration
shall be conducted in accordance with the Commercial Arbitration Rules
of the American Arbitration Association. All arbitrators shall possess
such experience in, and knowledge of, the subject area of the
controversy or claim so as to qualify as an ?expert? with respect to
such subject matter. The governing law for the purposes of any
arbitration arising hereunder shall be in Florida. The prevailing
party shall be entitled to receive its reasonable attorney's fees and
all costs relating to the arbitration. Any award rendered by
arbitration shall be final and binding on the parties, and judgment
thereon may be entered in any court of competent jurisdiction.
Section 7.04 Notices. Any notice or other communications
required or permitted hereunder shall be in writing and shall be
sufficiently given if personally delivered to it or sent by telecopy,
overnight courier or registered mail or certified mail, postage
prepaid, addressed as follows:
If to the Company, to:
Attention: ▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer
Claremont Technology Corp.
Suite 1250, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Ph: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
E.Mail: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
If to Safe Cell, to:
Attention: ▇▇ ▇▇▇ ▇▇▇▇▇, Chief Executive Officer
Safe Cell Tab, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Ph: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
E.Mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
With copies to: ▇▇▇▇▇ ▇. ▇▇▇▇, Attorney at Law
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
E.mail: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
or such other addresses as shall be furnished in writing by any party
in the manner for giving notices hereunder, and any such notice or
communication shall be deemed to have been given (i) upon receipt,
if personally delivered, (ii) on the day after dispatch, if sent by
overnight courier, (iii) upon dispatch, if transmitted by telecopy
and receipt is confirmed by telephone and (iv) three (3) days after
mailing, if sent by registered or certified mail.
Section 7.05 Attorney's Fees. In the event that either
party institutes any action or suit to enforce this Agreement or to
secure relief from any default hereunder or breach hereof, the
prevailing party shall be reimbursed by the losing party for all
costs, including reasonable attorney's fees, incurred in connection
therewith and in enforcing or collecting any judgment rendered therein.
Section 7.06 Confidentiality. Each party hereto agrees
with the other that, unless and until the transactions contemplated
by this Agreement have been consummated, it and its representatives
will hold in strict confidence all data and information obtained
with respect to another party or any subsidiary thereof from any
representative, officer, director or employee, or from any books
or records or from personal inspection, of such other party, and
shall not use such data or information or disclose the same to
others, except (i) to the extent such data or information is
published, is a matter of public knowledge, or is required by law
to be published; or (ii) to the extent that such data or
information must be used or disclosed in order to consummate the
transactions contemplated by this Agreement. In the event of the
termination of this Agreement, each party shall return to the other
party all documents and other materials obtained by it or on its
behalf and shall destroy all copies, digests, work papers,
abstracts or other materials relating thereto, and each party will
continue to comply with the confidentiality provisions set forth
herein.
Section 7.07 Public Announcements and Filings. Unless
required by applicable law or regulatory authority, none of the
parties will issue any report, statement or press release to the
general public, to the trade, to the general trade or trade press,
or to any third party (other than its advisors and representatives
in connection with the transactions contemplated hereby) or file any
document, relating to this Agreement and the transactions contemplated
hereby, except as may be mutually agreed by the parties. Copies of
any such filings, public announcements or disclosures, including any
announcements or disclosures mandated by law or regulatory authorities,
shall be delivered to each party at least one (1) business day prior
to the release thereof.
Section 7.08 Schedules; Knowledge. Each party is presumed
to have full knowledge of all information set forth in the other party's
schedules delivered pursuant to this Agreement.
Section 7.09 Third Party Beneficiaries. This contract is
strictly between the Company and Safe Cell and the Safe Cell
Shareholders, and, except as specifically provided, no director,
officer, stockholder (other than the Safe Cell Shareholders), employee,
agent, independent contractor or any other person or entity shall be
deemed to be a third party beneficiary of this Agreement.
Section 7.10 Expenses. The Company agrees to pay all costs
and expenses incurred in negotiating this Agreement including legal
fees, incurred in connection with the Exchange. All additional
professional fees, costs and expenses incurred in consummating the
transactions described herein and contemplated by this Exchange shall
be the responsibility of the affected party.
Section 7.11 Entire Agreement. This Agreement represents
the entire agreement between the parties relating to the subject matter
thereof and supersedes all prior agreements, understandings and
negotiations, written or oral, with respect to such subject matter.
Section 7.12 Survival; Termination. The representations,
warranties, and covenants of the respective parties shall survive the
Closing Date and the consummation of the transactions herein
contemplated for a period of two (2) years.
Section 7.13 Counterparts. This Agreement may be executed
in multiple counterparts, each of which shall be deemed an original
and all of which taken together shall be but a single instrument.
Section 7.14 Amendment or Waiver. Every right and remedy
provided herein shall be cumulative with every other right and remedy,
whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance
of any obligation by the other shall be construed as a waiver of the
same or any other default then, theretofore, or thereafter occurring
or existing. At any time prior to the Closing Date, this Agreement
may by amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance may be extended by
a writing signed by the party or parties for whose benefit the
provision is intended.
Section 7.15 Best Efforts. Subject to the terms and
conditions herein provided, each party shall use its best efforts to
perform or fulfill all conditions and obligations to be performed or
fulfilled by it under this Agreement so that the transactions
contemplated hereby shall be consummated as soon as practicable.
Each party also agrees that it shall use its best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective this Agreement and the
transactions contemplated herein.
Section 7.16 Faxed Copies. For purposes of this
Agreement, a faxed signature will constitute an original signature.
Section 7.17 Severability. The invalidity or
unenforceability of any term, phrase, clause, paragraph, restriction,
covenant, agreement or other provision of this Agreement shall in no
way affect the validity or enforcement of any other provision or any
part thereof.
IN WITNESS WHEREOF, the corporate parties hereto have caused
this Agreement to be executed by their respective officers, hereunto
duly authorized, as of the date first-above written.
CLAREMONT TECHNOLOGIES CORP.
BY:/s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇▇▇,
Director & Chief Executive Officer
SAFE CELL TAB INC.
BY:/s/ ▇▇▇ ▇▇▇▇▇
----------------------------------
▇▇▇ ▇▇▇▇▇,
Director & Chief Executive Officer
SAFE CELL SHAREHOLDERS:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, individually
Number of Shares: 300
/s/ ▇▇▇▇ ▇▇▇▇▇
____________________________
By: Mr. John ▇.▇. ▇▇▇▇▇, individually
Number of Shares: 197
/s/ ▇▇▇ ▇▇▇▇▇
____________________________
By: DJ Modern Mill Consultants, Inc, corporately
▇▇▇ ▇▇▇▇▇, President
Number of Shares: 1,973
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
____________________________
By: CIBRON Corporation, corporately
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
Number of Shares: 486
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
By: ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, individually
Number of Shares: 1,127
/s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ individually
Number of Shares: 197
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ individually
Number of Shares: 1,127
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, individually
Number of Shares: 50
/s/ A. Beciaris
____________________________
By: Mrs. A. Beciaris, individually
Number of Shares: 280
/s/ ▇▇▇▇▇ ▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ , individually
Number of Shares: 75
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ , individually
Number of Shares: 25
▇▇▇▇ ▇▇▇▇▇▇
____________________________
By: ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇ , individually
Number of Shares: 690
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ , individually
Number of Shares: 350
/s/ ▇▇▇ ▇▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇ ▇▇▇▇▇▇ , individually
Number of Shares: 500
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , individually
Number of Shares: 150
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , individually
Number of Shares: 125
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ , individually
Number of Shares: 435
/s/ ▇▇▇▇ ▇▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ , individually
Number of Shares: 40
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
By: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇, individually
Number of Shares: 40
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ , individually
Number of Shares: 25
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
By: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , individually
Number of Shares: 125
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
By: Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇ , individually
Number of Shares: 40
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
____________________________
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ , individually
Number of Shares: 25
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
____________________________
By: Medmin Capital Ltd, corporately
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Number of Shares: 98
Safe Cell Schedules
Schedule A
schedule containing complete and correct copies of the Articles of
Incorporation in effect as of the date of this Agreement;
Schedule B
schedule containing complete and correct copies of the Bylaws of
Safe Cell in effect as of the date of this Agreement;
Schedule C
schedule containing any Corporate Resolutions of the Shareholders
of Safe Cell;
Schedule D
schedule containing Minutes of meetings of the Board of Directors
of Safe Cell;
Schedule E
schedule containing a list indicating the name and address of each
shareholder of Safe Cell together with the number of shares owned
by him, her or it;
Shareholders Nos. of Common shares
Issued & Outstanding
DJ Modern Mill Consultants, Inc 1973
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Mr. John ▇.▇. ▇▇▇▇▇ 197
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
CIBRON Corporation ▇▇▇
▇▇▇▇▇ ▇ -▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 197
3294 Purcelle Ave
Abbotsford, B.C. Canada V3G 1BG
▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
Mrs. A. Beciaris ▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
(604) 294 - 5429
▇▇▇▇▇ ▇▇▇▇▇ 75
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ 25
▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ 350
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Medmin Capital Ltd ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
Trovidenciales, Turks & Caicos
British West Indies
▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ 40
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ 40
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 25
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇ ▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ 40
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Total Nos. of Common shares 8,480
Schedule F
schedule containing Minutes of meetings of the Board of Directors
of Safe Cell;
Schedule G
schedule containing copies of Safe Cell's Exclusive Worldwide
Agreement with its contract manufacturer - Milae Electronics,
Kyounggy-do, Korea;
Schedule H
schedule containing terms of Safe Cell's exclusive direct television
marketing arrangement with Hartfell Holdings, Inc., Incline Village,
Nevada.
Schedule I
schedule containing list of Safe Cell's registered officers, senior
management team, consultants and advisors and their annual compensation.
Schedule J
schedule setting forth any other information, together with any required
copies of documents, required to be disclosed by Safe Cell.