EXHIBIT 2.1
STOCK ACQUISITION AND REORGANIZATION AGREEMENT
THIS STOCK ACQUISITION AND REORGANIZATION AGREEMENT (this
"Agreement") is made and entered into effective the 28th day
of August, 2000 (the "Effective Date") by and among Precom
Technology Inc., a Florida corporation ("Precom"); Provence
Capital Corporation, Inc. Florida corporation ("Provence");
and the persons listed in Exhibit A hereof (collectively the
"Shareholders"), being the owners of record of all of the
issued and outstanding stock of Provence.
RECITALS
A. The Shareholders own all of the issued and
outstanding shares of $0.001 par value common stock of
Provence ("Shares").
B. The Shareholders desire to exchange all of the
Shares for 200,000 shares of $0.001 par value common stock
of Precom at the rate of 1 Precom share for every 5 Provence
shares subject to the conditions specified by the provisions
of this Agreement.
C. The Boards of Directors and holders of a majority
of the issued and outstanding shares of each of Provence and
Precom have determined that it is advisable and appropriate
and in the best interests of those corporations and their
respective shareholders that the exchange contemplated by
the provisions of recital B specified above occur on the
terms and subject to the conditions specified by the
provisions of this Agreement.
D. The parties to this Agreement desire that the
transaction contemplated by the provisions of this Agreement
satisfy the requirements of Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended, and the
regulations promulgated pursuant thereto.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals specified
above that shall be deemed to be a substantive part of this
agreement, and the mutual covenants, representations and
warranties specified in this agreement and other good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties do hereby covenant,
promise, agree, represent and warrant as follows:
1. EXCHANGE OF STOCK
1.1 Number of Shares. The Shareholders agree to
transfer to Precom at the Closing (defined below) the number
of shares of common stock of Provence, $0.001 par value per
share, shown opposite their names in Exhibit A, in an
exchange for an aggregate of 200,000 shares of voting common
stock of Precom, $0.001 par value per share at the rate of
one Precom share for every five Provence shares owned.
1.2 Exchange of Certificates. Each holder of an
outstanding certificate or certificates theretofore
representing shares of Provence common stock shall surrender
such certificate(s) for cancellation to Precom, and shall
receive in exchange a certificate or certificates
representing the number of full shares of Precom common
stock into which the shares of Provence common stock
represented by the certificate or certificates so
surrendered shall have been converted. The transfer of
Provence shares by the Shareholders shall be effected by the
delivery to Precom 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 Precom
common stock shall not be issued, but in lieu thereof Precom
shall round up fractional shares to the next highest whole
number.
1.4 Further Assurances. At the Closing and from time to
time thereafter, the Shareholders shall execute such
additional instruments and take such other action as Precom
may request in order to more effectively to sell, transfer,
and assign the transferred stock to Precom and to confirm
Precom's title thereto.
2. RATIO OF EXCHANGE.
The securities of Provence owned by the Shareholders, and
the relative securities of Precom for which they will be
exchanged, are set out opposite their names in Exhibit A.
Such rate of exchange will be one share of Precom for every
five Provence shares owned
3. CLOSING.
3.1 Time And Place. The Closing contemplated herein
shall be held as soon as possible by exchanging documents
via telefax and overnight express delivery by no later than
August 28, 2000, unless another place or time is agreed
upon in writing by the parties 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.
3.2 Form 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.
4. UNEXCHANGED CERTIFICATES.
Until surrendered, each outstanding certificate that prior
to the Closing represented Provence 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 Precom common stock into which it was
converted. No dividend or other distribution shall be paid
to the holders of certificates of Provence common stock
until presented for exchange at which time any outstanding
dividends or other distributions shall be paid.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and
warrant as follows:
5.1 Title to Shares. The Shareholders, and each of
them, are the owners, free and clear of any liens and
encumbrances, of the number of Provence shares which are
listed in the attached schedule and which they have
contracted to exchange.
5.2 Litigation. There is no litigation or proceeding
pending, or to any Shareholder's knowledge threatened,
against or relating to shares of Provence held by the
Shareholders.
6. REPRESENTATIONS AND WARRANTIES OF PROVENCE.
Provence represents and warrants that:
6.1 Corporate Organization and Good Standing. Provence
is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Florida and is
qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business
requires such qualification.
6.2 Reporting Company Status. Provence 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 and is a reporting
company pursuant to Section 12(g) thereunder.
6.3 Reporting Company Filings. Provence has timely
filed and is current on all reports required to be filed by
it pursuant to Section 13 of the Securities Exchange Act of
1934.
6.4 Capitalization. Provence's authorized capital stock
consists of 10,000,000 shares of Common Stock, $0.001 par
value per share, of which 1,000,000 shares are issued and
outstanding.
6.5 Issued Stock. All the outstanding shares of its
Common Stock are duly authorized and validly issued, fully
paid and non-assessable.
6.6 Stock Rights. There are no stock grants, options,
rights, warrants or other rights to purchase or obtain
Provence Common or Preferred Stock issued or committed to be
issued.
6.7 Corporate Authority. Provence 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.
6.8 Authorization. Execution of this Agreement has been
duly authorized and approved by Provence 's Board of
Directors and holders of a majority of its issued and
outstanding shares.
6.9 Subsidiaries. Provence has no subsidiaries.
6.10 Financial Statements. Provence's financial
statements dated as of June 30, 2000, copies of which will
have been delivered by Provence to Precom prior to the
Closing (the "Provence Financial Statements"), fairly
present the financial condition of Provence 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.
6.11 Absence of Undisclosed Liabilities. Except to the
extent reflected or reserved against in the Provence
Financial Statements, Provence did not have at that date any
liabilities or obligations (secured, unsecured, contingent,
or otherwise) of a nature customarily reflected in a
corporate balance sheet prepared in accordance with
generally accepted accounting principles.
6.12 No Material Changes. There has been no material
adverse change in the business, properties, or financial
condition of Provence since the date of the Provence
Financial Statements.
6.13 Litigation. There is not, to the knowledge of
Provence, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Provence
or against any of its officers or directors.
6.14 Contracts. Provence is not a party to any material
contract not in the ordinary course of business that is to
be performed in whole or in party at or after the date of
this Agreement.
6.15 Title. Provence has good and marketable title to
all the property, if any, included in the Provence Financial
Statements. Except as set out in the balance sheet thereof,
the properties of Provence 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 Provence.
6.16 Tax Returns. All required tax returns or federal,
state, county, municipal, local, foreign and other taxes and
assessments have been properly prepared and filed by
Provence for all years for which such returns are due unless
an extension for filing any such return has been properly
prepared and filed. Any and all federal, state, county,
municipal, local, foreign and other taxes, 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 Provence Financial Statements are adequate
to cover any such taxes that may be assessed against
Provence in respect of its business and its operations
during the periods covered by the Provence Financial
Statements and all prior periods.
6.17 No Violation. The Closing will not constitute or
result in a breach or default under any provision of any
charter, by-law, indenture, mortgage, lease, or agreement,
or any order, judgment, decree, law, or regulation to which
any property of Provence is subject or by which Provence is
bound.
7. REPRESENTATIONS AND WARRANTIES OF PRECOM.
Precom represents and warrants that:
7.1 Corporate Organization and Good Standing. Precom is
a corporation duly organized, validly existing, and in good
standing under the laws of the State of Florida and is
qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business
requires such qualification.
7.2 Capitalization. Precom's authorized capital stock
consists of 50,000,000 shares of Common Stock, $0.001 par
value per share, of which 19,208,522 shares have been issued
and are outstanding, and 10,000,000 shares of Preferred
Stock, $0.001 par value per share, of which no shares of
Preferred Stock are issued or outstanding.
7.3 Issued Stock. All the outstanding shares of its
Common Stock are duly authorized and validly issued, fully
paid and non-assessable.
7.4 Stock Rights. There are no stock grants, options,
rights, warrants or other rights to purchase or obtain
Precom Common or Preferred Stock issued or committed to be
issued.
7.5 Corporate Authority. Precom 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.
7.6 Authorization. Execution of this Agreement has been
duly authorized and approved by Precom's Board of Directors
and holders of a majority of its issued and outstanding
shares.
7.7 Subsidiaries. Precom has no subsidiaries.
7.8 Financial Statements. Precom's financial statements
dated as of a current date, copies of which will have been
delivered by Precom to Provence prior to the Closing (the
"Precom Financial Statements"), fairly present the financial
condition of Precom 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.
7.9 Absence of Undisclosed Liabilities. Except to
the extent reflected or reserved against in the Precom
Financial Statements, Precom did not have at that date any
liabilities or obligations (secured, unsecured, contingent,
or otherwise) of a nature customarily reflected in a
corporate balance sheet prepared in accordance with
generally accepted accounting principles.
7.10 No Material Changes. There has been no material
adverse change in the business, properties, or financial
condition of Precom since the date of the Precom Financial
Statements.
7.11 Litigation. There is not, to the knowledge of
Precom, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Precom or
against any of its officers or directors.
7.12 Contracts. Precom 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.
7.13 Title. Precom has good and marketable title to all
the real property and good and valid title to all other
property included in the Precom Financial Statements. Except
as set out in the balance sheet thereof, the properties of
Precom 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 Precom.
7.14 Tax Returns. All required tax returns or federal,
state, county, municipal, local, foreign and other taxes and
assessments have been properly prepared and filed by Precom
for all years for which such returns are due unless an
extension for filing any such return has been properly
prepared and filed. Any and all federal, state, county,
municipal, local, foreign and other taxes, 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 Precom Financial Statements are adequate to
cover any such taxes that may be assessed against Precom in
respect of its business and its operations during the
periods covered by the Precom Financial Statements and all
prior periods.
7.15 No Violation. The Closing will not constitute or
result in a breach or default under any provision of any
charter, by-law, indenture, mortgage, lease, or agreement,
or any order, judgment, decree, law, or regulation to which
any property of Precom is subject or by which Precom is
bound.
8. CONDUCT PENDING THE CLOSING
Provence, Precom and the Shareholders covenant that between
the date of this Agreement and the Closing as to each of
them:
8.1 No change will be made in the charter documents,
by-laws, or other corporate documents of Provence.
8.2 Provence will use its best efforts to maintain and
preserve its business organization, employee relationships,
and goodwill intact, and will not enter into any material
commitment except in the ordinary course of business.
8.3 No change will be made in the charter documents,
by-laws, or other corporate documents of Precom.
8.4 Precom will use its best efforts to maintain and
preserve its business organization, employee relationships,
and goodwill intact, and will not enter into any material
commitment except in the ordinary course of business.
8.5 None of the Shareholders will sell, transfer,
assign, hypothecate, lien, or otherwise dispose or encumber
the Provence shares of common stock owned by them.
9. CONDITIONS PRECEDENT TO OBLIGATION OF THE
SHAREHOLDERS
Provence's obligation to consummate this exchange shall be
subject to fulfillment on or before the Closing of each of
the following conditions, unless waived in writing by
Provence:
9.1 Precom's Representations and Warranties. The
representations and warranties of Precom 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 Precom's Covenants. Precom shall have performed all
covenants required by this Agreement to be performed by it
on or before the Closing.
9.3 Board of Director and Shareholder Approval. This
Agreement shall have been approved by the Board of Directors
and a majority of shareholders of Precom.
9.4 Supporting Documents of Precom. Precom shall have
delivered to the Shareholders supporting documents in form
and substance reasonably satisfactory to the Shareholders,
to the effect that:
(a) A good standing certificate from the
jurisdiction of Precom's organization stating that Precom is
a corporation duly organized, validly existing and in good
standing;
(b) Secretary's certificate stating that Precom's
authorized capital stock is as set forth herein;
(c) Resolution of the Board of Directors and a
majority of shareholders of Precom authorizing the execution
of this Agreement and the consummation hereof;
(d) Precom's Audited Financial Statements; and
(e) Any document as may be specified herein or
required to satisfy the conditions, representations and
warranties enumerated elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF PRECOM
Precom's obligation to consummate this exchange shall be
subject to fulfillment on or before the Closing of each of
the following conditions, unless waived in writing by
Precom:
10.1 Shareholders' Representations and Warranties. The
representations and warranties of the Shareholders set forth
herein shall be true and correct at the Closing as though
made at and as of that date, except as affected by
transactions contemplated hereby.
10.2 Covenants. The Shareholders shall have performed
all covenants required by this Agreement to be performed by
them on or before the Closing.
10.3 Provence's Representations and Warranties. The
representations and warranties of Provence set forth herein
shall be true and correct at the Closing as though made at
and as of that date, except as affected by transactions
contemplated hereby.
10.4 Provence's Covenants. Provence shall have
performed all covenants required by this Agreement to be
performed by them on or before Closing.
10.5 Board of Directors and Shareholders Approval. This
Agreement shall have been approved by the Board of Directors
and a majority of the shareholders of Provence.
10.6 Supporting Documents of Provence. Provence shall
have delivered to the shareholders supporting documents in
form and substance reasonably satisfactory to the
Shareholders, to the effect that:
(a) A good standing certificate from the
jurisdiction of Provence's organization stating that
Provence is a corporation duly organized, validly existing
and in good standing;
(b) Secretary's certificate stating that
Provence's authorized capital stock is as set forth herein;
(c) Resolution of the Board of Directors and a
majority of the shareholders of Provence authorizing the
execution of this Agreement and the consummation hereof;
(d) Provence's Financial Statements; and
(e) Any document as may be specified herein or
required to satisfy the conditions, representations and
warranties enumerated elsewhere herein.
11. PIGGYBACK REGISTRATION RIGHTS.
Whenever Precom proposes to file a registration statements
relating to any of its common stock under the Securities Act
of 1933, as amended (the "Securities Act"), Precom shall
include in such registration statements the Provence
Shares of common stock and shall use its best efforts to
cause such registration statements to become effective with
respect to the Shares. The shareholders of Provence shall
cooperate with Precom in the preparation of such
Registration Statement to the extent required to furnish
information concerning the Provence shareholders therein.
Notwithstanding the above, such Shares which are to
registered for the benefit of the Provence shareholders,
shall be subject to the terms of a leak out agreement which
shall only permit 50,000 of such Shares to be sold during
each three (3) month period until the time that the
shareholders have held the Shares for at least one year.
12. SHAREHOLDER REPRESENTATIVE.
The Shareholders hereby irrevocably designate and appoint
Goldco Properties Limited Partnership, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attorney in fact (the
"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; provided,
however, that no such waiver, amendment, or modification may
be made if it would decrease the number of shares to be
issued to the Shareholders hereunder or increase the extent
of their liability hereunder.
13. TERMINATION.
This Agreement may be terminated (1) by mutual consent in
writing; or (2) if the Closing shall not have taken place
within thirty (30) days following execution of this
Agreement, unless adjourned to a later date by mutual
consent in writing.
14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Shareholders,
Precom and Provence set out herein shall survive the
Closing.
15. ARBITRATION
15.1 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 may 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 Florida.
15.2 Consent to Jurisdiction, Situs and Judgment. 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 New Jersey. Any award in
arbitration may be entered in any domestic or foreign court
having jurisdiction over the enforcement of such awards.
15.3 Applicable Law. The law applicable to the
arbitration and this agreement shall be that of the State of
New Jersey, determined without regard to its provisions
which would otherwise apply to a question of conflict of
laws.
15.4 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.
15.5 Rules of Law. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply the
rules of contract and other laws 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.
15.6 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.
15.7 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.
15.8 Covenant Not to ▇▇▇. The parties covenant that
under no condition 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.
15.9 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.
15.10 Survival. The provisions for arbitration
contained herein shall survive the termination of this
Agreement for any reason.
16. GENERAL PROVISIONS.
16.1 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.
16.2 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.
16.3 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.
16.4 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 Provence Capital Corporation, Inc.:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
If to Precom Technology, Inc.:
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
If to the Shareholders, to:
c/o Goldco Properties Limited
Partnership
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
16.5 Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of
the State of Florida.
16.6 Assignment. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and
their successors and assigns; provided, however, that any
assignment by either party under this Agreement without the
written consent of the other party shall be void.
16.7 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.
16.8 Exchange Agent and Closing Date. The Exchange
Agent shall be the law firm of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ &
Associates, Freehold, New Jersey. The Closing shall take
place upon the fulfillment by each party of all the
conditions of the Closing required herein, but not later
than 30 days following execution of this Agreement unless
extended by mutual consent of the parties.
16.9 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.
16.10 Schedules. All schedules attached hereto shall be
acknowledged by each party by signature or initials thereon
and shall be dated.
16.11 Effective Date. This effective date of this
Agreement shall be August 28, 2000.
SIGNATURE PAGE TO STOCK ACQUISITION AND REORGANIZATION
AGREEMENT AMONG PROVENCE CAPITAL CORPORATION, INC., PRECOM
TECHNOLOGY, INC. AND THE SHAREHOLDERS OF PROVENCE CAPITAL
CORPORATION, INC.
IN WITNESS WHEREOF, the parties have executed this Agreement
this 28th day of August, 2000.
PROVENCE CAPITAL CORPORATION, INC.
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
PRESIDENT
PRECOM TECHNOLOGY, INC.
BY: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
PRESIDENT
EXHIBIT A
PRECOM SHAREHOLDER LIST
Cert Shareholder # shares Extended
------------------------------------------------------------------------
Provence Precom
1 ▇▇▇▇▇▇▇▇, ▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇. -
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
2 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ #▇ -
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
3 ▇▇▇▇▇▇ ▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇ -
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
4 ▇▇▇▇, ▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇. #▇▇▇ -
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
5 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 10,000 2,000.00
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ -
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
6 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 25,000 5,000.00
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ -
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
7 ▇▇▇▇▇, ▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ -
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ -
8 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 1,000 200.00
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ -
▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ -
9 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ 1,000 200.00
▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇ -
▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ -
10 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, # ▇▇▇ -
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
11 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 1,000 200.00
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ -
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
12 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ -
▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ -
13 ▇▇▇▇▇▇ ▇▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇▇▇▇▇ # ▇▇ -
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
14 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ -
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ -
15 ▇▇▇▇▇▇, ▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ -
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
16 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,000 200.00
▇.▇. ▇▇▇ ▇▇▇▇ -
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ -
17 ▇▇▇▇▇▇, ▇▇▇▇▇ 1,000 200.00
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ -
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
18 ▇▇▇ ▇▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ -
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
19 ▇▇▇▇, ▇▇▇▇▇▇▇ 1,000 200.00
31 ▇▇▇▇▇▇ -
Ft. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
20 Goldco Properties Limited Partnership 896,000 179,200.00
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ -
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
21 ▇▇▇▇▇ ▇▇▇▇▇▇ 1,000 200.00
1111 ▇▇▇▇ Concourse # 518 -
Bay ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
22 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ -
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ -
23 ▇▇▇▇▇, ▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇▇ ▇▇. -
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
▇/▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ -
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
25 ▇▇▇▇ ▇▇▇▇▇ 30,000 6,000.00
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇ -
▇▇▇▇▇ ▇▇▇▇ -
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
26 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇ -
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
27 ▇▇▇▇▇, ▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇ ▇▇▇ ▇▇▇ #▇▇ -
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
28 ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ -
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
29 ▇▇▇▇, ▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇. -
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
30 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 1,000 200.00
▇▇ ▇▇▇ ▇▇▇▇ -
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
31 ▇▇▇▇▇▇, ▇▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ -
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ -
32 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇ ▇▇▇▇▇ #▇▇▇ -
▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ -
33 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇ -
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
34 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇ -
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ -
35 ▇▇▇▇▇ ▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇▇▇▇▇▇ -
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
36 ▇▇▇ ▇▇▇▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ -
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ -
37 ▇▇▇▇▇▇, ▇▇▇ 1,000 200.00
▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇ -
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
38 ▇▇▇▇▇ ▇▇▇▇▇▇ 1,000 200.00
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ -
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
39 Ring, ▇▇▇▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ -
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
40 ▇▇▇▇ ▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ -
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
41 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. # ▇▇▇▇ -
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
42 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. #▇ -
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -
43 ▇▇▇▇▇ ▇▇▇▇▇▇ 1,000 200.00
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ -
▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇
-----------------------------------
1,000,000 200,000.00