AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among FORESTAY
CORPORATION, a Delaware corporation ("Forestay"), MILINX BUSINESS GROUP, INC., a
Delaware corporation ("Milinx") 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 Forestay.
Whereas, Milinx wishes to acquire and the Shareholders wish to transfer
all of the issued and outstanding securities of Forestay in a transaction
intended to qualify as a reorganization within the meaning of Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Now, therefore, Forestay, Milinx and the Shareholders adopt this plan
of reorganization and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. The Shareholders agree to transfer to Milinx at
the Closing (defined below) the number of shares of common stock of Forestay,
$.0001 par value per share, shown opposite their names in Exhibit A, in exchange
pro rata for an aggregate of 250,000 shares of voting common stock of Milinx,
$0.0001 par value per share.
1.2. EXCHANGE OF CERTIFICATES. Each holder of an outstanding
certificate or certificates theretofore representing shares of Forestay common
stock shall surrender such certificate(s) for cancellation to Milinx, and shall
receive in exchange a certificate or certificates representing the number of
full shares of Milinx common stock into which the shares of Forestay common
stock represented by the certificate or certificates so surrendered shall have
been converted. The transfer of Forestay shares by the Shareholders shall be
effected by the delivery to Milinx 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 Milinx common stock shall
not be issued, but in lieu thereof Milinx 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 Milinx may request in order more effectively to sell,
transfer, and assign the transferred stock to Milinx and to confirm Milinx's
title thereto.
2. RATIO OF EXCHANGE. The securities of Forestay owned by the
Shareholders, and the relative securities of Milinx for which they will be
exchanged, are set out opposite their names in Exhibit A.
3. CLOSING.
3.1. TIME AND PLACE. The Closing contemplated herein shall be held as
soon as possible, but in any event no later than December 9, 1999 at the offices
of ▇▇▇▇▇▇▇ & Associates at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. unless another
place or time is agreed upon in writing by the parties
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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 Forestay 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 Milinx common
stock into which it was converted. No dividend or other distribution shall be
paid to the holders of certificates of Forestay 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 Forestay
shares which are listed in the attached Exhibit 1 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
Forestay held by the Shareholders.
6. REPRESENTATIONS AND WARRANTIES OF FORESTAY. Forestay represents
and warrants that:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. Forestay is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.
6.2. REPORTING COMPANY STATUS. Forestay 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 ss.12(g) thereunder.
6.3. REPORTING COMPANY FILINGS. Forestay has timely filed and is
current on all reports required to be filed by it pursuant to ss.13 of the
Securities Exchange Act of 1934.
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6.4. CAPITALIZATION. Forestay's authorized capital stock consists of
100,000,000 shares of Common Stock, $.0001 par value, of which 5,000,000 shares
are issued and outstanding, and 20,000,000 shares of Preferred Stock, of which
no shares are issued or 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. Except as set out by attached schedule, there are no
stock grants, options, rights, warrants or other rights to purchase or obtain
Forestay Common or Preferred Stock issued or committed to be issued.
6.7. CORPORATE AUTHORITY. Forestay 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 Forestay's board of directors.
6.9. SUBSIDIARIES. Forestay has no subsidiaries.
6.10. FINANCIAL STATEMENTS. Forestay's financial statements dated as of
June 7, 1999 copies of which will have been delivered by Forestay to Milinx
prior to the Closing Date (the "Forestay Financial Statements"), fairly present
the financial condition of Forestay 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 Forestay Financial Statements, Forestay 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. Except as set out by attached schedule,
there has been no material adverse change in the business, properties, or
financial condition of Forestay since the date of the Forestay Financial
Statements.
6.13. LITIGATION. Except as set out by attached schedule, there is not,
to the knowledge of Forestay, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or investigation,
threatened or contemplated against Forestay or against any of its officers.
6.14. CONTRACTS. Except as set out by attached schedule, Forestay is
not a party to any material contract not in the ordinary course of business that
is to be performed in whole or in part at or after the date of this agreement.
6.15. TITLE. Except as set out by attached schedule, Forestay has good
and marketable title to all the real property and good and valid title to all
other property included in the Forestay Financial Statements. Except as set out
in the balance sheet thereof, the properties of Forestay are not subject
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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 Forestay.
6.16. TAX RETURNS. Except as set out by attached schedule, all required
tax returns for federal, state, county, municipal, local, foreign and other
taxes and assessments have been properly prepared and filed by Forestay for all
years for which such returns are due unless an extension for filing any such
return has been filed. Any and all federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all interest,
penalties and additions imposed with respect to such amounts have been paid or
provided for. The provisions for federal and state taxes reflected in the
Forestay Financial Statements are adequate to cover any such taxes that may be
assessed against Forestay in respect of its business and its operations during
the periods covered by the Forestay 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, bylaw, indenture,
mortgage, lease, or agreement, or any order, judgment, decree, law, or
regulation to which any property of Forestay is subject or by which Forestay is
bound.
7. REPRESENTATIONS AND WARRANTIES OF MILINX. Milinx represents and
warrants that:
7.1. CORPORATE ORGANIZATION AND GOOD STANDING. Milinx is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware and is qualified to do business as a foreign corporation in
each jurisdiction, if any, in which its property or business requires such
qualification.
7.2. CAPITALIZATION. Milinx's authorized capital stock consists of
210,000,000 shares of Common Stock, $.001 par value, of which 8,970,000 shares
are issued and outstanding, and 40,000,000 shares of preferred stock, $.001 par
value, of which 3,675,000 Series A shares are issued and 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. Except as set out by attached schedule, there are no
stock grants, options, rights, warrants or other rights to purchase or obtain
Milinx Common or Preferred Stock issued or committed to be issued.
7.5. CORPORATE AUTHORITY. Milinx 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 Milinx's board of directors.
7.7. SUBSIDIARIES. As set out in schedule attached hereto, Milinx has
four subsidiaries.
7.8. FINANCIAL STATEMENTS. Milinx's draft audited financial statements,
which are subject
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to revision, dated as of June 30, 1999, financial statements copies of which
will have been delivered by Milinx to Forestay prior to the Closing Date (the
"Milinx Financial Statements"), fairly present the financial condition of Milinx
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 Milinx Financial Statements, Milinx 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. Except as set out by attached schedule,
there has been no material adverse change in the business, properties, or
financial condition of Milinx since the date of the Milinx Financial Statements.
7.11. LITIGATION. Except as set out by attached schedule, there is not,
to the knowledge of Milinx, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or investigation,
threatened or contemplated against Milinx or against any of its officers.
7.12. CONTRACTS. Except as set out by attached schedule, Milinx 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. Except as set out by attached schedule, Milinx has good and
marketable title to all the real property and good and valid title to all other
property included in the Milinx Financial Statements. Except as set out in the
balance sheet thereof, the properties of Milinx 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 Milinx.
7.14. TAX RETURNS. Except as set out by attached schedule, all required
tax returns for federal, state, county, municipal, local, foreign and other
taxes and assessments have been properly prepared and filed by Milinx for all
years for which such returns are due unless an extension for filing any such
return has been filed. Any and all federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all interest,
penalties and additions imposed with respect to such amounts have been paid or
provided for. The provisions for federal and state taxes reflected in the Milinx
Financial Statements are adequate to cover any such taxes that may be assessed
against Milinx in respect of its business and its operations during the periods
covered by the Milinx 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, bylaw, indenture,
mortgage, lease, or agreement, or any order, judgment, decree, law, or
regulation to which any property of Milinx is subject or by which Milinx is
bound.
8. CONDUCT PENDING THE CLOSING
Forestay, Milinx and the Shareholders covenant that between the date of
this Agreement and the Closing as to each of them:
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8.1. No change will be made in the charter documents, by-laws, or other
corporate documents of Forestay.
8.2. Forestay 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 Milinx.
8.4. Milinx 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 Forestay shares of common stock owned
by them.
9. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS
The Shareholder'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 the Shareholders as appropriate:
9.1. MILINX'S REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Milinx 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. MILINX'S COVENANTS. Milinx shall have performed all covenants
required by this Agreement to be performed by it on or before the Closing.
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been
approved by the Board of Directors of Milinx.
9.4. SUPPORTING DOCUMENTS OF MILINX. Milinx shall have delivered to
the Shareholders the following documents in form and substance reasonably
satisfactory to the Shareholders:
(a) A good standing certificate from the jurisdiction of Milinx's
organization stating that Milinx is a corporation duly organized, validly
existing, and in good standing;
(b) Secretary's certificate stating that Milinx's authorized capital
stock is as set forth herein;
(c) Certified copies of the resolutions of the
board of directors of Milinx authorizing the execution of this Agreement and the
consummation hereof;
(d) Secretary's certificate of incumbency of the officers and directors
of Milinx;
(e) Milinx's draft audited Financial Statements (subject to revision)
for the period ended June 30, 1999; and
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(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF MILINX
Milinx'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 Milinx:
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. SHAREHOLDERS' COVENANTS. The Shareholders shall have performed
all covenants required by this Agreement to be performed by them on or before
the Closing.
10.3. FORESTAY'S REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Forestay 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. FORESTAY'S COVENANTS. Forestay shall have performed all covenants
required by this Agreement to be performed by them on or before the Closing.
10.5. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been
approved by the Board of Directors of Forestay.
10.6. SUPPORTING DOCUMENTS OF FORESTAY. Forestay shall have delivered
to the Shareholders the following documents in form and substance reasonably
satisfactory to the Shareholders:
(a) A good standing certificate from the jurisdiction of Forestay's
organization stating that Forestay is a corporation duly organized, validly
existing, and in good standing;
(b) Secretary's certificate stating that Forestay's authorized capital
stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
Forestay authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and
directors of Forestay;
(e) Forestay's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
11. SHAREHOLDER REPRESENTATIVE. The Shareholders hereby irrevocably
designate and appoint ▇▇▇▇▇▇▇ & Associates, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as
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their agent and 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 obligation to indemnify Reorganization
hereunder.
12. TERMINATION. This Agreement may be terminated (1) by mutual consent
in writing; (2) by any of the Shareholders, Milinx or Forestay if there has been
a material misrepresentation or material breach of any warranty or covenant by
any other party; or (3) by any of the Shareholders, Milinx or Forestay if the
Closing shall not have taken place within 15 days following execution of this
Agreement, unless adjourned to a later date by mutual consent in writing.
13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of the Shareholders, Milinx and Forestay set out herein shall
survive the Closing.
14. ARBITRATION
14.1. SCOPE. The parties hereby agree that any and all claims (except
only for requests for injunctive or other equitable relief) whether existing
now, in the past or in the future as to which the parties or any affiliates may
be adverse parties, and whether arising out of this agreement or from any other
cause, will be resolved by arbitration before the American Arbitration
Association within the District of Columbia.
14.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration Association
and the situs of the arbitration (and any requests for injunctive or other
equitable relief) within the District of Columbia. Any award in arbitration may
be entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards.
14.3. APPLICABLE LAW. The law applicable to the arbitration and this
agreement shall be that of the State of Delaware, determined without regard to
its provisions which would otherwise apply to a question of conflict of laws.
14.4. 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.
14.5. RULES OF LAW. Regardless of any practices of arbitration to the
contrary, the arbitrator will apply the rules of contract and other law of the
jurisdiction whose law applies to the arbitration so that the decision of the
arbitrator will be, as much as possible, the same as if the dispute had been
determined by a court of competent jurisdiction.
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14.6. 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.
14.7. 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.
14.8. COVENANT NOT TO ▇▇▇. The parties covenant that under no conditions
will any party or any affiliate file any action against the other (except only
requests for injunctive or other equitable relief) in any forum other than
before the American Arbitration Association, and the parties agree that any such
action, if filed, shall be dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the prevailing party.
14.9. 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.
14.10. SURVIVAL. The provisions for arbitration contained herein shall
survive the termination of this agreement for any reason.
15. GENERAL PROVISIONS.
15.1. 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.
15.2. 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.
15.3. 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.
15.4. 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 Forestay, to:
Forestay Corporation ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
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Washington, District of Columbia 20009
If to Milinx, to:
Milinx Business Group Corporation
▇/▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to the Shareholders, to:
▇▇▇▇▇▇▇ & Associates ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15.5. GOVERNING LAW. This agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware.
15.6. ASSIGNMENT. This agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this agreement
without the written consent of the other party shall be void.
15.7. 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.
15.8. EXCHANGE AGENT AND CLOSING DATE. The Exchange Agent shall be the
law firm of ▇▇▇▇▇▇▇ & Associates, Washington, D.C. The Closing shall take place
upon the fulfillment by each party of all the conditions of Closing required
herein, but not later December 9, 1999 unless extended by mutual consent of the
parties.
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15.9. 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.
15.10. SCHEDULES. All schedules attached hereto, if any, shall be
acknowledged by each party by signature or initials thereon and shall be dated.
15.11. EFFECTIVE DATE. This effective date of this agreement shall be
December 8, 1999.
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SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION
AMONG FORESTAY, MILINX AND THE SHAREHOLDERS OF FORESTAY
IN WITNESS WHEREOF, the parties have executed this agreement.
FORESTAY CORPORATION
By ______________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
MILINX BUSINESS GROUP CORPORATION
By ______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
THE SHAREHOLDERS OF FORESTAY
CORPORATION:
TPG CAPITAL CORPORATION:
By ______________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
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Exhibit A
Number of Number of
Forestay Shares Milinx Name of
To Be Shares To Be Shareholder Address
Exchanged Received
5,000,000 250,000 TPG Capital Corporation ▇▇▇▇ ▇ ▇▇. ▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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SCHEDULE 7.5- STOCK RIGHTS FOR MILINX STOCK
---------------------------------------- ---------------------------------------------------------- ------------------------
TYPE CHARACTERISTICS # ISSUED
---------------------------------------- ---------------------------------------------------------- ------------------------
1999 Class A Unit Convertible to 1 Series B Preferred Share plus 1/2 1999 1,069,750
International Warrant A
---------------------------------------- ---------------------------------------------------------- ------------------------
1999 Internal Warrant A Exercisable for 1 common share @ $7.50 each 900,000
---------------------------------------- ---------------------------------------------------------- ------------------------
1999 Internal Warrant B Exercisable for 1 Preferred A Share @ $6.00 each 650,000
---------------------------------------- ---------------------------------------------------------- ------------------------
Options- Exercisable for 1 common share @ $2.00 each
Sales Associates 200,000
Directors 500,000
Director and Executive 500,000
---------------------------------------- ---------------------------------------------------------- ------------------------
Options- Exercisable for 1/2 Common Share @ $0.10 to current market 2,700,000
Employee Incentive Program value
---------------------------------------- ---------------------------------------------------------- ------------------------
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SCHEDULE 7.13- MILINX MATERIAL CONTRACTS
1. Interactive Intelligence Software Licensing Agreement
2. KRP Communications Ltd. Software and Hardware Reseller Agreement
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