STOCK ACQUISITION AND REORGANIZATION AGREEMENT
THIS STOCK ACQUISITION AND REORGANIZATION AGREEMENT (this
"Agreement") is made and entered into effective the 9th day
of June, 2000 (the "Effective Date") by and among Diamond
International Group, Inc., a Delaware corporation
("Diamond"); Segway I Corp., a New Jersey corporation
("Segway"); 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 Segway.
RECITALS
A. The Shareholders own all of the issued and outstanding
shares of $0.0001 par value common stock of Segway
("Shares").
B. The Shareholders desire to exchange all of the Shares for
$95,000 and 5,000 shares of $0.0001 par value common stock
of Diamond subject to the conditions specified by the
provisions of this Agreement.
C. The Boards of Directors of Segway and Diamond 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)(A) 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
Number of Shares. The Shareholders agree to transfer to
Diamond at the Closing (defined below) the number of shares
of common stock of Segway, $0.0001 par value per share,
shown opposite their names in Exhibit A, in an exchange for
an aggregate of 5,000 shares of voting common stock of
Diamond, $0.0001 par value per share. At closing, Diamond
agrees to file merger documents in the States of Delaware
and New Jersey so that Segway can be merged with and into
Diamond.
1.2 Exchange of Certificates. Each holder of an
outstanding certificate or certificates theretofore
representing shares of Segway common stock shall surrender
such certificate(s) for cancellation to Diamond, and shall
receive in exchange a certificate or certificates
representing the number of full shares of Diamond common
stock into which the shares of Segway common stock
represented by the certificate or certificates so
surrendered shall have been converted. The transfer of
Segway shares by the Shareholders shall be effected by the
delivery to Diamond 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 Diamond
common stock shall not be issued, but in lieu thereof
Diamond 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 Diamond
may request in order more effectively to sell, transfer, and
assign the transferred stock to Diamond and to confirm
Diamond's title thereto.
2. RATIO OF EXCHANGE.
The securities of Segway owned by the Shareholders, and the
relative securities of Diamond 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 by exchanging documents
via telefax and overnight express delivery by no later than
thirty days from the full execution of this Agreement,
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 Segway 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 Diamond common stock into which it was
converted. No dividend or other distribution shall be paid
to the holders of certificates of Segway common stock until
presented for exchange at which time any outstanding
dividends or other distributions shall be paid. Segway
acknowledges that there are no dividends presently due to
Segway shareholders and there shall not be any dividends due
at the time of Closing.
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 Segway 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 Segway held by the
Shareholders.
6. REPRESENTATIONS AND WARRANTIES OF SEGWAY.
Segway represents and warrants that:
6.1 Corporate Organization and Good Standing. Segway is
a corporation duly organized, validly existing, and in good
standing under the laws of the State of New Jersey 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. Segway 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 Section12(g) thereunder.
6.3 Reporting Company Filings. Segway 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. Segway's authorized capital stock
consists of 100,000,000 shares of Common Stock, $0.0001 par
value per share, of which 5,000,000 shares are issued and
outstanding, and 20,000,000 shares of Preferred ▇▇▇▇▇,
▇.▇▇▇▇ par value per share, of which no shares are issued or
outstanding and Segway hereby agrees that there shall not be
any shares of Preferred Stock issued or outstanding at
Closing.
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
Segway Common or Preferred Stock issued or committed to be
issued.
6.7 Corporate Authority. Segway 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 Segway 's Board of
Directors.
6.9 Subsidiaries. Segway has no subsidiaries.
6.10 Financial Statements. Segway's financial
statements dated as of March 31, 2000, copies of which will
have been delivered by Segway to Diamond prior to the
Closing (the "Segway Financial Statements"), fairly present
the financial condition of Segway 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 Segway Financial
Statements, Segway 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 Segway since the date of the Segway Financial
Statements.
6.13 Litigation. There is not, to the knowledge of
Segway, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Segway or
against any of its officers or directors.
6.14 Contracts. Segway 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. Segway has good and marketable title to all
the property, if any, included in the Segway Financial
Statements. Except as set out in the balance sheet thereof,
the properties of Segway 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 Segway.
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 Segway
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 Segway Financial Statements are adequate to
cover any such taxes that may be assessed against Segway in
respect of its business and its operations during the
periods covered by the Segway Financial Statements and all
prior periods. Within 15 days of the effective date of the
merger, Segway shall cause any and all final required tax
returns to be filed. Upon filing its final New Jersey State
tax return, Segway shall apply for a tax clearance
certificate so that it merger documents can be filed in the
State of New jersey in accordance with the agreed upon
merger of Segway into Diamond per Section 1.1 hereof.
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 Segway is subject or by which Segway is
bound.
7. REPRESENTATIONS AND WARRANTIES OF DIAMOND.
Diamond represents and warrants that:
7.1 Corporate Organization and Good Standing. Diamond
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. Diamond's authorized capital stock
consists of 100,000,000 shares of Common Stock, $0.0001 par
value per share, of which 23,000,071 shares have been issued
and are outstanding and no shares of Preferred Stock are
authorized.
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 other stock grants,
options, rights, warrants or other rights to purchase or
obtain Diamond Common or Preferred Stock issued or committed
to be issued.
7.5 Corporate Authority. Diamond 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 Diamond's Board of
Directors.
7.7 Subsidiaries. Diamond has one subsidiary.
7.8 Financial Statements. Diamond's financial
statements dated as of a current date, copies of which will
have been delivered by Diamond to Segway prior to the
Closing (the "Diamond Financial Statements"), fairly present
the financial condition of Diamond 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 Diamond
Financial Statements, Diamond 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 Diamond since the date of the Diamond Financial
Statements.
7.11 Litigation. There is not, to the knowledge of
Diamond, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Diamond or
against any of its officers or directors.
7.12 Contracts. Diamond 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. Diamond has good and marketable title to
all the real property and good and valid title to all other
property included in the Diamond Financial Statements.
Except as set out in the balance sheet thereof, the
properties of Diamond 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 Diamond.
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 Diamond
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 Diamond Financial Statements are adequate
to cover any such taxes that may be assessed against Diamond
in respect of its business and its operations during the
periods covered by the Diamond 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 Diamond is subject or by which Diamond is
bound.
8. CONDUCT PENDING THE CLOSING
Segway, Diamond 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 Segway.
8.2 Segway 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 Diamond.
8.4 Diamond 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 Segway shares of common stock owned by them.
9. CONDITIONS PRECEDENT TO OBLIGATION OF THE
SHAREHOLDERS
Segway'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
Segway:
9.1 Diamond's Representations and Warranties. The
representations and warranties of Diamond 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 Diamond's Covenants. Diamond 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 Diamond.
9.4 Supporting Documents of Diamond. Diamond 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 Diamond's organization stating that Diamond is a
corporation duly organized, validly existing and in good
standing;
(b) Secretary's certificate stating that Diamond's
authorized capital stock is as set forth herein;
(c) Certified copy of the resolution of the Board of
Directors of Diamond authorizing the execution of this
Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the
officers and directors of Diamond;
(e) Diamond's Financial Statements; and
(f) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties
enumerated elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF DIAMOND
Diamond'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
Diamond:
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 Segway's Representations and Warranties. The
representations and warranties of Segway 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 Segway's Covenants. Segway shall have performed
all covenants required by this Agreement to be performed by
them on or before Closing.
10.5 Board of Directors Approval. This Agreement shall
have been approved by the Board of Directors of Segway.
10.6 Supporting Documents of Segway. Segway 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 Segway's organization stating that Segway is a
corporation duly organized, validly existing and in good
standing;
(b) Secretary's certificate stating that Segway's
authorized capital stock is as set forth herein;
(c) Certified copy of the resolution of the Board of
Directors of Segway authorizing the execution of this
Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the
officers and directors of Segway;
(e) Segway'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 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 liability
hereunder.
12. 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.
13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Shareholders,
Diamond and Segway 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 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 New York, New York.
14.2 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 York, New York. 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
New York, 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 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.
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 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.
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 Segway I Corp.:
Segway I Corp.
▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
If to Diamond International Group, Inc. to:
Diamond International Group, Inc.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
If to the Shareholders, to:
c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates
▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
15.5 Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of
the State of New York.
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, 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.
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 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 June 9, 2000.
16. CONFLICT OF INTEREST.
Diamond acknowledges that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates,
legal counsel for Segway and the Shareholders, has
previously represented Diamond as legal counsel (and for the
sole purpose of this Agreement and transaction is not
presently representing Diamond). In addition, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ is the principal of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates
and the majority shareholder, sole officer and director of
RGR Corp., the majority shareholder of Segway. Finally,
Diamond has indicated that after this transaction is
finalized it will retain ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates as
its legal counsel. Based on the above, Diamond acknowledges
that a conflict of interest exists regarding the above
described relationships and has retained ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Esq. as its legal counsel for this transaction.
SIGNATURE PAGE TO STOCK ACQUISITION AND REORGANIZATION
AGREEMENT AMONG SEGWAY I CORP., DIAMOND INTERNATIONAL GROUP,
INC. AND THE SHAREHOLDERS OF SEGWAY I CORP.
IN WITNESS WHEREOF, the parties have executed this Agreement
this 9th day of June, 2000.
SEGWAY I CORP.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
PRESIDENT
DIAMOND INTERNATIONAL GROUP, INC.
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
PRESIDENT
THE SHAREHOLDERS OF SEGWAY I CORP.:
RGR CORP.
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PRESIDENT INDIVIDUALLY
EXHIBIT A
Segway I Shares Owned Diamond Shares to be Received
RGR Corp. - 5,000,000 shares* 4,762
▇▇▇▇▇▇ ▇▇▇▇▇▇ - 250,000 shares* 238