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Title: |
Agreement and Plan of Reorganization |
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Date: |
2006 |
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Preview shows 5KB of 79KB total |
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Price: |
$43 |
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ID: |
#1495652 |
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<SEQUENCE>2
<FILENAME>ex_annexa.txt
<DESCRIPTION>ANNEX A
<TEXT>
ANNEX A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") made and
entered into as of November 4, 2005, is by and among Left Right Marketing
Technology, Inc., a Delaware corporation (hereinafter referred to as the
"Company"), Strategic Gaming Investments, Inc., a Nevada corporation
(hereinafter referred to as "SGI") and each of the holders of shares of common
stock of SGI listed on Exhibit A attached hereto (individually, a "SGI
Stockholder", and collectively, the "SGI Stockholders").
RECITALS
WHEREAS, the SGI Stockholders own 100% of the issued and outstanding
common stock of SGI; and
WHEREAS, the Company desires to acquire 100% of the issued and
outstanding common stock of SGI and the SGI Stockholders desire to exchange all
of their shares of Common Stock of SGI for shares of common stock of the
Company in a transaction intended to qualify as a "tax-free" reorganization
under Section 368 of the Internal Revenue Code of 1986, as amended (the
"Code").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties agree as follows:
EXCHANGE OF THE SHARES AND CONSIDERATION
Shares Being Exchanged. Subject to the terms and conditions
of this Agreement, at the closing provided for in Section 2 hereof (the
"Closing"), each of the SGI Stockholders shall sell, assign, transfer and
deliver to the Company the number of shares of common stock of SGI set forth
opposite each such SGI Stockholder's name on Exhibit A hereto (the shares of
Common Stock of SGI sold, assigned and transferred to the Company hereunder are
hereinafter referred to as the "SGI Shares").
Consideration. Subject to the terms and conditions of this
Agreement and in consideration of the sale, assignment, transfer and delivery
of the SGI Shares to the Company, at the Closing the Company shall issue, sell
and deliver to the SGI Stockholders a total of SEVEN MILLION SIX HUNDRED FIFTY
THOUSAND (7,650,000) shares of common stock of the Company (the shares of
Common Stock of the Company issued, sold and delivered to the SGI Stockholders
hereunder are hereinafter referred to as the "Company Shares"). Each SGI
Stockholder shall receive, in consideration for the shares of common stock of
SGI sold, assigned, transferred and delivered to the Company, a pro rata
portion of the Company Shares based on the following formula: 7,650,000 times a
fraction, the numerator of which is the number of shares held by each SGI
Stockholder, and the denominator of which is the total number of shares of
common stock of SGI issued and outstanding immediately prior to the Closing,
which amount is 76,500. In lieu of any fractional Company Share to which a SGI
Stockholder would otherwise be entitled, the Company shall round such
fractional share up to a whole Company Share.
THE CLOSING
Time and Place. The Closing of the transactions contemplated
by this Agreement shall be held not more than three (3) business days following
(a) satisfaction of all conditions precedent to the obligations of the parties
specified in this Agreement, unless duly waived by the party entitled to
satisfaction thereof. In any event, if the Closing has not occurred by
December 31, 2005, this Agreement may be terminated as provided in Section 12
below. The date on which the Closing is to be held is referred to herein as
the "Closing Date". The Closing shall be held at the offices of SGI, 6330
McLeod Dr., Suite 7, Las Vegas, NV 89120, at 10:00 a.m. on such date, or at
such other time and place as the parties may agree upon in writing.
Deliveries by the SGI Stockholders. At the Closing, each SGI
Stockholder shall deliver to the Company the following: (a) stock certificates
representing the number of SGI Shares set forth opposite the name of such SGI
Stockholder on Exhibit A hereto, duly endorsed or accompanied by stock powers
duly executed in blank and otherwise in form acceptable for transfer on the
books of SGI, and (b) an investment letter in the form attached hereto as
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