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Agreement and Plan of Reorganization

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Title:

Agreement and Plan of Reorganization

Entities:

Nicole Industries Inc

Date:

2001

Size:

Preview shows 11KB of 29KB total

Price:

$36

ID:

#1532283

► Plans ► Agreements ► Agreements & Plans of Reorganization

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AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the ?Agreement?) is dated as of July 21, 2000, and is among Nicole Industries, Inc.,(?Nicole?) a Nevada corporation, Dempsey Mork (?Mr. Mork?), Randall A. Baker (?Mr. Baker?), and Aluko USA, Inc., a Delaware corporation (?Aluko?). (Mr. Mork and Mr. Baker are collectively referred to as the ?Nicole Shareholders?).

R E C I T A L S

WHEREAS, Aluko is the beneficial owner through its wholly owned Korean subsidiary International Aluminum Technology (?IAT?) of Thirty-One Million Six Hundred Twenty-Seven Thousand Seventy-Five (31,627,075) of the common shares (the ?Aluko Korea Shares?) of Aluko Co., Ltd., a corporation organized under the laws of Korea (?Aluko-Korea?), which shares represent at least 50.01% of the issued and outstanding voting stock of Aluko-Korea; and

WHEREAS, Nicole is a United States public company, required to file reports under Section 13 of the Securities Exchange Act of 1934 (the ?Exchange Act?); and

WHEREAS, Nicole desires to acquire an indirect ownership interest in the Aluko Korea Shares through its acquisition of a stock interest in Aluko; and

WHEREAS, Nicole is authorized to issue 100,000,000 shares of Common Stock of which 1,993,039 shares are issued and outstanding.

AGREEMENT

In consideration of the mutual covenants and agreements contained in this Agreement and in reliance upon the representations and warranties set forth below, the parties agree as follows:

1. EXCHANGE OF THE SHARES AND CONSIDERATION

1.1 Issuance of Shares by Aluko. Concurrently with the execution of this Agreement, Aluko hereby issues and sells to Nicole Five and One-Fourth (5.25) shares of its Common Stock (the ?Aluko Shares?).

1.2 Consideration. In consideration of the assignment, transfer and delivery of the Aluko Shares to Nicole, concurrently with the execution of this Agreement, Nicole hereby issues to Aluko Ninety-Three Million (93,000,000) shares of its authorized and unissued common stock (the ?Nicole Shares?).

2. CLOSING

2.1 Closing Date and Place. The Closing shall occur at 10:00 a.m. on Friday, July 21, 2000 (the ?Closing Date?), at the offices of Reicker, Clough, Pfau, Pyle, McRoy &Herman, LLP, 1421 State Street, Suite B, Santa Barbara, California, or at such other time and place as the parties may agree to.

2.2 Delivery by Aluko. At the Closing, Aluko shall deliver to Nicole the following:

2.2.1 Aluko Shares. One or more stock certificates representing all of the Aluko Shares;

2.2.2 Withdrawal of Aluko Korea Shares. A Certificate of Officer of Aluko which:

A. sets forth the form of the Amendment to the Bylaws of Aluko which prohibits the withdrawal, whether by sale, distribution or otherwise, without the approval; of such withdrawal by the stockholders of Aluko at a duly noticed and held meeting of stockholders, of any of the shares of Aluko-Korea owned by Aluko if, after giving effect to such withdrawal, Aluko would own of record less than fifty percent (50%) of the outstanding voting stock of Aluko-Korea; and

B. confirms that such Bylaw provision is duly adopted by the Board of Directors and stockholders of Aluko and is effective as of the Closing Date.

2.3 Delivery by Nicole and Nicole Shareholders. At the Closing, Nicole and the Nicole Shareholders shall deliver to Aluko the following:

2.3.1 Issuance of Nicole Shares. A stock certificate representing the Nicole Shares;

2.3.2 Corporate Books and Records. All of the stock books, stock ledgers, minutes books, and corporate seals of Nicole;

2.3.3 Resignations of Directors. Written resignations of all directors of Nicole and evidence of the appointment of Ju Young Park and Min-Kyung Park as directors of Nicole; and

2.3.4 Transfer Agent. Written certification from the transfer agent for the common stock of Nicole confirming that the aggregate number of shares of Nicole common stock issued and outstanding as of the Closing Date and after giving effect to the issuance of the Nicole Shares to Aluko is not more than 94,993,039 shares and that the Nicole Shares to be issued to Aluko at the Closing is 93,000,000 shares.

2.4 Simultaneous Deliveries. All of the transactions and deliveries described in this Section 2 shall be deemed to have occurred simultaneously, and none shall be deemed to have been completed until all such transactions are completed.

3. CONDITIONS PRECEDENT TO CLOSING

3.1 Conditions Precedent to Obligations of Aluko. Except as otherwise provided herein, all of the obligations of Aluko hereunder are subject to the fulfillment by Nicole and the Nicole Shareholders on or before the Closing Date of each of the following conditions (any or all of which conditions may be waived, in whole or in part and without prior notice).

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