AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION ("AGREEMENT") dated as of April 28,
2000, by and among WALLSTREET RACING STABLES, INC., a Colorado corporation
("Wallstreet"), WRS MERGER CORP., a Colorado corporation and a wholly-owned
subsidiary of Wallstreet ("Merger Sub"), the undersigned individuals or entities
who are the principal shareholders of Wallstreet ("Wallstreet Principal
Shareholders"), PIPELINE TECHNOLOGIES, INC., a Florida corporation ("Pipe") and
the undersigned individuals or entities who are the principal shareholders of
Pipe ("Pipe Shareholders").
RECITALS:
The parties intend that, subject to the terms and conditions of this
Agreement:
Merger Sub will merge with and into Pipe in a statutory merger, with Pipe
to be the corporation surviving the Merger (as defined below), all pursuant to
the terms and conditions of this Agreement and a Plan of Merger in the form of
Exhibit A attached hereto ("the Plan of Merger"), and the applicable provisions
of the laws of the State of Colorado and Florida.
Upon the effectiveness of the Merger, all of the outstanding capital stock
of Pipe will be converted into shares of Wallstreet Common Stock, as provided in
this Agreement and the Plan of Merger. This Merger is intended to be treated as
a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(A) of
the Internal Revenue Code of 1986, as amended (the "Code") by virtue of the
provisions of Section 368(a)(2)(E) of the Code.
Contemporaneously with the effectiveness of the Merger, Wallstreet will
close a private placement of Wallstreet Common Stock, intending to issue at
least 1,000,000 shares and up to 3,000,000 shares at $2.00 per share (the
"Private Placement").
NOW, THEREFORE, in consideration of the foregoing recitals, which shall be
considered an integral part of this Agreement, and the covenants, conditions,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:
ARTICLE I
THE MERGER
1.1 The Merger.
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At the Effective Time (as hereinafter defined), Merger Sub shall be merged
with and into Pipe (Merger Sub and Pipe are sometimes referred to herein as
the "Constituent Corporations"), the separate corporate existence of Merger
Sub shall cease and Pipe shall continue as the surviving corporation under
the corporate name "Pipeline" (the "Surviving Corporation") all upon the
terms and subject to the conditions provided for in this Agreement and
pursuant to the Florida Business Corporate Code ("FBCC") and the Colorado
Business Corporation Act (the "CBCA"). For federal income tax purposes, it
is intended that the Merger shall constitute a reorganization within the
meaning of Section 368 of the Code.
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1.2 Closing and Effective Time.
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Subject to the provisions of this Agreement, the parties shall hold a
closing (the "Closing") on (i) the first business day on which the last of
the conditions set forth in Article V to be fulfilled prior to the Closing
is fulfilled or waived or (ii) such other date as the parties hereto may
agree (the "Closing Date"), at such time and place as the parties hereto
may agree. The Merger shall become effective upon the filing of a
Certificate of Merger with the Secretary of the State of Florida and the
Secretary of State of the State of Colorado or at such later time on the
Closing Date as is provided in the Certificate of Merger (the "Effective
Time"). As a result of the Merger, Pipe shall become a wholly-owned
subsidiary of Wallstreet.
1.3 Effects of the Merger.
----------------------
The Merger shall have the effects specified in the FBCC and the CBCA and,
at after the Effective Time, the Surviving Corporation shall possess all
the rights, privileges, powers and franchises, and be subject to all the
restrictions, disabilities and duties of each of the Constituent
Corporations; and all singular rights, privileges, powers and franchises of
each of the Constituent Corporations, and all property, real, personal and
mixed, and all debts due to either of the Constituent Corporations on
whatever account, and all other things in action or belonging to each of
the Constituent Corporations, shall be vested in the Surviving Corporation;
and all property, rights, privileges, powers and franchises, and all and
every other interest shall be thereafter the property of the Surviving
Corporation as though they were of the Constituent Corporations; but all
rights of creditors and all liens upon any property of either of the
Constituent Corporations shall be preserved unimpaired, and all debts,
liabilities and duties of the Constituent Corporations shall thenceforth
attach to the Surviving Corporation, and may be enforced against it to the
same extent as if said debts and liabilities had been incurred by it.
1.4 Certificate of Incorporation, By-Laws and Directors and Officers.
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The Certificate of Incorporation of the Surviving Corporation in effect
immediately prior to the Effective Time shall be and remain the Certificate
of Incorporation of the Surviving Corporation, until thereafter amended in
accordance with the provisions therein and as provided by the FBCC. The
By-Laws of the Surviving Corporation in effect immediately prior to the
Effective Time shall be the By-Laws of the Surviving Corporation until
thereafter amended in accordance with its terms. The initial directors and
officers of the Surviving Corporation shall be the directors and officers
of the Surviving Corporation immediately prior to the Effective Time, in
each case until their successors are duly elected and qualified.
1.5 Issuance and Cancellation of Shares in the Merger.
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At the Closing, Wallstreet shall issue an aggregate of 11,453,425 shares of
its Common Stock (being an aggregate of 92% of the Common Stock of
Wallstreet outstanding immediately after the Closing) to the shareholders
of Pipe and certain new investors (the "New Investors"). The precise number
of shares to be issued to the Pipe shareholders and the New Investors will
be determined prior to the Closing as determined by the Board of Directors
of Pipe. Notwithstanding this future allocation, Pipe and the Pipe
Shareholders represent to Wallstreet that the Merger will be approved by
all shareholders of Pipe. As of the Effective Time, by virtue of the Merger
and the foregoing share issuance and without any additional action on the
part of Merger Sub, Pipe or the holder of any shares of any of them:
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(a) Capital Stock of Merger Sub.
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Each issued and outstanding share of the capital stock of Merger
Sub shall be converted into and become one fully paid and
nonassessable share of Common Stock, no par value, of the
Surviving Corporation.
(b) Capital Stock of Pipe.
----------------------
Each issued and outstanding share of the capital stock of Pipe
shall be converted into the right to receive shares of Common
Stock, par value $.0001 per share, of Wallstreet (the "Merger
Shares") with the result that after the Effective Time, Pipe will
become a wholly owned subsidiary of Wallstreet. All such
converted shares of Pipe shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist,
and each holder of a certificate representing any such shares
shall cease to have any rights with respect thereto, except the
right to receive the Merger Shares.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Wallstreet.
---------------------------------------------
Wallstreet, Merger Sub and the Wallstreet Principal Shareholders represent
and warrant to Pipe as follows:
(a) Organization, Standing and Power.
---------------------------------
Wallstreet is a corporation duly organized, validly existing and
in good standing under the laws of the State of Colorado, has all
requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted,
and is duly qualified and in good standing to do business in each
jurisdiction in which the nature of its business or the ownership
or leasing of its properties makes such qualification necessary
other than in such jurisdictions where the failure so to qualify
would not have a material adverse affect on Wallstreet taken as a
whole. Merger Sub is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Colorado and has the corporate power and authority to own,
operate and lease its properties and carry on its business as now
conducted and as proposed to be conducted. Merger Sub was formed
in April 2000, and has conducted no business or operations prior
to the date hereof.
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(b) Capital Structure.
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The authorized capital stock of Wallstreet consists of 15,000,000
shares of Common Stock, par value $.001 per share and 5,000,000
shares of Preferred Stock, par value $.01 per share. As of the
date hereof, 995,958 shares of Wallstreet Common Stock were
outstanding; no shares of Wallstreet Common Stock are held by
Wallstreet in its treasury, and no shares of Wallstreet Preferred
Stock are issued or outstanding. All outstanding shares of
Wallstreet Common Stock are, and the Merger Shares to be issued
pursuant to this Agreement will be when issued pursuant to the
terms of the resolution of the Board of Directors of Wallstreet
approving such issuance, validly issued, fully paid and
non-assessable and not subject to preemptive rights. All of the
issued and outstanding shares of Wallstreet Common Stock were
issued in compliance with all Federal and state securities laws.
Except for options described in Schedule 2.1(b) hereto, there are
no options, warrants, calls, agreements or other rights to
purchase or otherwise acquire from Wallstreet at any time, or
upon the happening of any stated event, any shares of the capital
stock of Wallstreet, whether or not presently issued or
outstanding. There are a total of two hundred (200) authorized
shares of Common Stock without par value per share for Merger
Sub, one hundred (100) of which are validly issued, outstanding,
fully paid and non-assessable. There are not outstanding options,
warrants, rights (including conversion of preemptive rights) or
agreements for the purchase or acquisition from Merger Sub of any
shares of its capital stock or any securities convertible into or
ultimately exchangeable or exercisable for any shares of Merger
Sub's capital stock.
(c) Certificate of Incorporation, By-Laws, and Minute Books.
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The copies of the Articles of Incorporation and of the By-Laws of
Wallstreet as well as the Articles of Incorporation and By-laws
of Merger Sub which have been delivered to Pipe are true, correct
and complete copies thereof. The minute books of Wallstreet and
Merger Sub which have been made available for inspection contain
accurate minutes of all meetings and accurate consents in lieu of
meetings of the Board of Directors (and any committee thereof)
and of the shareholders of Wallstreet and Merger Sub since the
respective dates of incorporation and accurately reflect all
transactions referred to in such minutes and consents in lieu of
meetings.
(d) Authority.
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Both Wallstreet and Merger Sub have all requisite power and
authority to enter into and to perform their obligations under
this Agreement and all agreements to which Wallstreet or Merger
Sub is or will be a party that will be required at the Closing
(the "Wallstreet Ancillary Agreements"). The execution and
delivery of this Agreement and the consummation of the
transactions contemplated hereby and thereby have been duly
authorized by the Boards of Director of Wallstreet and Merger
Sub. No other corporate or shareholder proceedings on the part of
Wallstreet are necessary to authorize the Merger, or the other
transactions contemplated hereby and thereby. This Agreement and
the Wallstreet Ancillary Agreement have been duly executed and
delivered by Wallstreet and/or Merger Sub and constitute a valid
and binding obligation of Wallstreet and Merger Sub enforceable
in accordance with its terms, except as to the effect, if any, of
(i) applicable bankruptcy and other similar laws affecting the
rights of creditors generally and (ii) rules of law governing
specific performance, injunctive relief and other equitable
remedies; provided, however, that the Certificate of Merger will
not be effective until the Effective Time.
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(e) Conflict with Other Agreements; Approvals.
------------------------------------------
The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not
result in any violation of, or default (with or without notice or
lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or
the loss of a material benefit under, or the creation of a lien,
pledge, security interest or other encumbrance on assets (any
such conflict, violation, default, right of termination,
cancellation or acceleration, loss or creation, a "Violation")
pursuant to any provision of the Articles of Incorporation or
By-laws or any organizational document of Wallstreet or result in
any Violation of any loan or credit agreement, note, mortgage,
indenture, lease, benefit plan or other agreement, obligation,
instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule or regulation
applicable to Wallstreet, which Violation would have a material
adverse effect on Wallstreet taken as a whole. No consent,
approval, order or authorization of, or registration, declaration
or filing with, any court, administrative agency or commission or
other governmental authority or instrumentality, domestic or
foreign (a "Governmental Entity") is required by or with respect
to Wallstreet in connection with the execution and delivery of
this Agreement by Wallstreet or the consummation by Wallstreet of
the transactions contemplated hereby, the failure to obtain which
would have a material adverse effect on Wallstreet, taken as a
whole, except for (i) the filing of such documents with, and the
obtaining of such orders from, the Securities and Exchange
Commission (the "SEC"), the various state authorities, including
state securities authorities, that are required in connection
with the transactions contemplated by this Agreement; and (ii)
the filing of Articles of Merger with the Secretary of State of
Colorado and New York, respectively and the Certificate of
Merger.
(f) SEC Documents.
--------------
Wallstreet has furnished Pipe with a true and complete copy of
each report, schedule, registration statement and definitive
proxy statement filed by Wallstreet with the SEC since January 1,
1997 (as such documents have since the time of their filing been
amended, the "Wallstreet SEC Documents") and since that date,
Wallstreet has filed with the SEC all documents required to be
filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). As of their respective
dates, the Wallstreet SEC Documents complied in all material
respects with the requirements of the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, as the case
may be, and the rules and regulations of the SEC thereunder
applicable to such Wallstreet SEC Documents, and none of the
Wallstreet SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading. The financial statements of Wallstreet included in
the Wallstreet SEC Documents comply as to form in all material
respects with applicable accounting requirements and with the
published rules and regulations of the SEC with respect thereto,
are accurate and in accordance with the books and records of
Wallstreet, have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis
during the periods involved (except as may be indicated in the
notes thereto or, in the case of the unaudited statements, as
permitted by Form 10-QSB of the SEC) and fairly present (subject,
in the case of the unaudited statements, to normal, recurring
audit adjustments) the consolidated financial position of
Wallstreet as at the dates thereof and the consolidated results
of its operations and cash flows for the periods then ended.
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(g) Books and Records.
------------------
Wallstreet and Merger Sub have made and will make available for
inspection by Pipe upon reasonable request all the books of
Wallstreet relating to the business of Wallstreet. Such books of
Wallstreet have been maintained in the ordinary course of
business. All documents furnished or caused to be furnished to
Pipe by Wallstreet are true and correct copies, and there are no
amendments or modifications thereto except as set forth in such
documents.
(h) Compliance with Laws.
---------------------
Wallstreet and Merger Sub have and have been in compliance in all
material respects with all laws, regulations, rules, orders,
judgments, decrees and other requirements and policies imposed by
any Governmental Entity applicable to it, its properties or the
operation of its businesses.
(i) Absence of Certain Changes or Events.
-------------------------------------
Except as disclosed in the Wallstreet SEC Documents filed prior
to the date of this Agreement or in the audited balance sheets of
Wallstreet and the related statements of income, cash flows and
changes in shareholders' equity as of and for the period ended
June 30, 1999 (the "Wallstreet 1999 Financials"), true and
correct copies of which have been delivered to Pipe, or except as
contemplated by this Agreement or except as set forth on Schedule
2.1(i) or the Wallstreet Interim Financial Statements
(hereinafter defined), since the date of the Wallstreet 1999
Financials, Wallstreet has conducted its business only in the
ordinary course, and, as of the date of this Agreement, there has
not been (i) any material adverse change, alone or in the
aggregate, in the business, assets, liabilities, condition
(financial or otherwise), results of operations or prospects of
Wallstreet; or (ii) any declaration, setting aside or payment of
any dividend or other distribution (whether in cash, stock or
property) with respect to any of Wallstreet's capital stock.
(j) Liabilities and Obligations.
----------------------------
As of the Closing Date, Wallstreet will not have any liabilities
or obligations of any kind or nature at any time existing or
asserted, whether fixed, contingent or otherwise.
(k) Litigation.
-----------
There is no action, proceeding, claim or investigation pending
against either Wallstreet or Merger Sub before any federal,
state, municipal, foreign or other court or administrative
agency, department, board or instrumentality that, if concluded
adversely to either Wallstreet or Merger Sub, would have a
material adverse effect, and no such action, proceeding, claim or
investigation has been threatened. There is no reasonable basis
for any shareholder or former shareholder of Wallstreet or Merger
Sub, or any other person, firm, corporation or entity to assert a
claim against Wallstreet or Merger Sub based upon: (a) ownership
or rights to ownership of any shares of Wallstreet or Merger
Sub's capital stock; (b) any rights as, or to become a holder of
securities of Wallstreet or Merger Sub, including any option or
preemptive rights or rights to notice or to vote; or (c) any
rights under any agreement among Wallstreet or Merger Sub and any
of its shareholders or former shareholders or option holders or
former option holders.
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(l) Taxes.
------
Wallstreet has filed or will file within the time prescribed by
law and (including extension of time approved by the appropriate
taxing authority) all tax returns and reports required to be
filed with the United States Internal Revenue Service and with
all other jurisdictions where such filing is required by law or
where the failure to file would have a material adverse effect on
Wallstreet; and Wallstreet has paid, or has made adequate
provision in the Wallstreet Interim Financial Statements for the
payment of all taxes, interest, penalties, assessments or
deficiencies shown due and payable on, and with respect to all
periods ending prior to June 30, 1999. Wallstreet knows of (i) no
other tax returns or reports which are required to be filed which
have not been so filed or where the failure to file would have a
material adverse effect on Wallstreet and (ii) no unpaid
assessment for additional taxes for any fiscal period or any
basis therefor.
(m) Assets.
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Wallstreet and Merger Sub have good and marketable title to all
its real and personal properties and assets reflected in the
Wallstreet Interim Financial Statements free and clear of all
mortgages, liens, pledges, charges or encumbrances or other third
party interests of any nature whatsoever, except (i) as otherwise
disclosed in the Wallstreet Interim Financial Statements, (ii)
the lien of current taxes not yet due and payable, (iii)
properties, interests, and assets disposed of by Wallstreet since
December 31, 1999 solely in the ordinary course of business
consistent with past practice or as disclosed in Schedule 2.1(m)
and (iv) such imperfections of title, easements and encumbrances,
if any, as are not substantial in character, amount or extent and
do not materially detract from the value, or interfere with the
present or proposed use, of the properties subject thereto.
(n) Contracts.
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All written or oral contracts, agreements, loan agreements,
leases, mortgages or commitments ("Contracts"), excluding
Contracts involving payments of less than $10,000 over the term
thereof, to which Wallstreet is a party or may be bound and which
cannot be terminated by Wallstreet without penalty within 30 days
after written notice are listed on Schedule 2.1(n). Except as
described in Schedule 2.1(n) hereto, all Contracts are valid and
in full force and effect on the date hereof, and Wallstreet has
not violated any provision of, or committed or failed to perform
any act which with notice, lapse of time or both would constitute
a default under the provisions of, any Contract, the termination
or violation of which might have a materially adverse effect upon
the business, assets, liabilities, condition (financial or
otherwise), results of operations or prospects of Wallstreet.
True and complete copies of all Contracts, together with all
amendments thereto, disclosed in Schedule 2.1(n) have been
delivered to Pipe or made available for inspection. Schedule
2.1(n) identifies all Contracts which require the consent or
approval of third parties to the execution and delivery of this
Agreement or to the consummation and performance of the
transactions contemplated hereby.
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(o) Benefit Plans.
--------------
Wallstreet has complied with all applicable agreements, laws,
rules and regulations relating to the employment of labor,
including those related to wages, hours and payroll taxes.
Wallstreet has withheld and remitted to the proper Governmental
Authorities all amounts required by law or agreement to be
withheld from wages or salaries of its employees and is not
liable for any arrearage of wages or any taxes or penalties for
failure to comply with any of the foregoing. Wallstreet has had
no labor troubles in the sense that within the last 12 months
there have been no strikes, work stoppages, slowdowns, threatened
unfair labor practice charges or other material controversies
pending or threatened by any of its employees; and Wallstreet has
not entered into any collective bargaining agreement and no union
represents, or in the past twelve (12) months has demanded or
requested to represent or is currently attempting to represent
any of the employees of Wallstreet. Except as set forth on
Schedule 2.1(o), Pipe has not promulgated any policy or entered
into any agreement relating to the payment of any medical
insurance premium, retirement pay, severance pay, vacation pay or
sick leave to any present or former employees of Wallstreet.
All employee profit-sharing, incentive, deferred compensation,
welfare, pension, retirement, group insurance, bonus, severance
and other employee benefit plans, arrangements or agreements
(oral or written), regardless of whether any such plan,
arrangement or agreement is an "employee benefit plan" within the
meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (ERISA"), maintained or
previously maintained or contributed to or previously contributed
to by Wallstreet for the benefit of current or former personnel
("Employee Plans"), by their terms and operation are in material
compliance with all applicable laws (including, but not limited
to, ERISA and the Code). There are no actions, suits or claims
pending or threatened (other than routine noncontested claims for
benefits) or, to the knowledge of Wallstreet, no set of
circumstances exist which may reasonably give rise to such a
claim against any Employee Plan or administrator or fiduciary of
any such Employee Plan.
To the knowledge of Wallstreet, and except for matters which
would not have a material adverse effect, no employee of
Wallstreet is in violation of any term of any employment
contract, patent disclosure agreement, noncompetition agreement,
or any other contract or written agreement, or any restrictive
covenant contained in any such agreement relating to the right of
any such employee to be employed thereby, or to use trade secrets
or proprietary information of others, and the employment of such
employees does not subject Wallstreet to any material liability.
(p) Licenses, Permits; Intellectual Property
-----------------------------------------
(i) Wallstreet owns all right, title or interest in, or has the
rights to use, sell or license, all Intellectual Property
Rights necessary or required for the conduct of, or used in,
its business as presently conducted (such Intellectual
Property Rights being hereinafter collectively referred to
as the "Wallstreet IP Rights"); and such rights to use, sell
or license are reasonably sufficient for the conduct of its
business as presently conducted. Except for matters which
would not have a material adverse effect, neither the
manufacturer, marketing, license, sale or intended use of
any product currently licensed or sold by Wallstreet or
currently under development by Wallstreet violates any
license or agreement between Wallstreet and any third party
or infringes on the intellectual property right of any other
party; and, except for matters which would not have a
material adverse effect, there is no pending or threatened
claim or litigation contesting the validity, ownership or
right to use, sell, license or dispose of any Wallstreet IP
Right, nor is there any basis for any such claim; nor has
Wallstreet received any noticed asserting that any
Wallstreet IP Right or the proposed use, sale, license, or
disposition thereof conflicts or will conflict with the
rights of any other third party, nor is there any basis for
any such assertion.
(ii) Wallstreet does not hold or use any patents or use any trade
names, trademarks, or servicemarks except Wallstreet Racing
Stables.
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(q) Transactions and Affiliates.
----------------------------
Except as described in Schedule 2.1(q) or the Wallstreet SEC
Documents, no director, officer or affiliate (as defined in Rule
405 under the Securities Act) of Wallstreet or any member of his
or her immediate family, is a party to any agreement or contract
or other business arrangement or relationship of any kind with
Wallstreet or any Wallstreet Entity or, except for compensation
as an officer or director or for the ownership of not more than
1% of the stock of a company having a class of securities
registered pursuant to the Exchange Act, has an ownership
interest in any business, corporate or otherwise, which is a
party to, or in any property which is the subject of, business
arrangements or relationships of any kind with Wallstreet.
(r) Brokerage.
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No broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission in connection with
the Exchange based upon arrangements made by or on behalf of
Wallstreet.
2.2 Representations and Warranties of Pipe.
---------------------------------------
Pipe and the Pipe Shareholders, as applicable, represent and warrant to
Wallstreet as follows:
(a) Organization, Standing and Power.
---------------------------------
(i) Pipe is a corporation duly organized, validly existing and
in good standing under the laws of the Florida, has all
requisite power and authority to own, lease and operate its
properties and to carry on its business as now being
conducted, and is duly qualified and in good standing to do
business in each jurisdiction in which the nature of its
business or the ownership or leasing of its properties makes
such qualification necessary other than in such jurisdiction
where the failure so to qualify would not have a material
adverse effect on Pipe.
(ii) Pipe does not presently own or control, directly or
indirectly, any interest in any other corporation,
partnership, trust, joint venture, association or other
entity.
(b) Capital Structure.
------------------
As of the date hereof, the authorized capital stock of Pipe
consists of 10,000 shares of Common Stock, no par value. As of
the date of this Agreement, 10,000 shares of Pipe Common Stock
were outstanding and no shares of Pipe Common Stock were held by
Pipe in treasury. All outstanding shares of Pipe Common Stock are
validly issued, fully paid and non-assessable and not subject to
preemptive rights or other restrictions on transfer. Except as
disclosed in Schedule 2.2(b), all of the issued and outstanding
shares of Pipe Common Stock were issued in compliance with all
Federal and state securities laws. There are no options,
warrants, calls, agreements or other rights to purchase or
otherwise acquire from Pipe at any time, or upon the happening of
any stated event, any shares of the capital stock of Pipe,
whether or not presently issued or outstanding.
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(c) Certificate of Incorporation, By-Laws and Minute Books.
-------------------------------------------------------
The copies of the Certificate of Incorporation and of the By-Laws
of Pipe which have been delivered to Wallstreet are true, correct
and complete copies thereof. The minute books of Pipe which have
been made available for inspection contain accurate minutes of
all meetings and accurate consents in lieu of meetings of the
Board of Directors (and any committee thereof) and of the
shareholders of Pipe since the respective dates of incorporation
and accurately reflect all transactions referred to in such
minutes and consents in lieu of meetings.
(d) Authority.
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Pipe and each Pipe Shareholder has all requisite power and
authority to enter into and to perform its or his obligations
under this Agreement and all agreements to which Pipe or such
Shareholder is or will be a party that will be required at the
Closing (the "Pipe Ancillary Agreements"). The execution and
delivery of this Agreement and the Pipe Ancillary Agreements and
the consummation of the transactions contemplated hereby and
thereby have been duly authorized by the Board of Directors of
Pipe, and no other corporate or shareholder proceedings on the
part of Pipe are necessary to authorize the Merger and the other
transactions contemplated hereby and thereby, except approval of
the Shareholders of Pipe. This Agreement and the Pipe Ancillary
Agreements have been duly executed and delivered by Pipe and/or
the Shareholders and constitute a valid and binding obligation of
Pipe enforceable in accordance with its terms, except as the
effect, if any, of (i) applicable bankruptcy and other similar
laws affecting the rights of creditors generally and (ii) rules
of law governing specific performance, injunctive relief and
other equitable remedies; provided, however, that the Certificate
of Merger will not be effective until the Effective Time.
(e) Conflict with Agreements; Approvals.
------------------------------------
The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby and thereby
will not, conflict with, or result in any violation pursuant to
any provision of the Certificate of Incorporation or By-laws of
Pipe or, except as set forth on Schedule 2.2(e) hereto, result in
any violation of any loan or credit agreement, note, mortgage,
indenture, lease, benefit plan or other agreement, obligation,
instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule or regulation
applicable to Pipe, or its respective properties or assets, which
violation would have a material adverse effect on Pipe. Except as
set forth on Schedule 2.2(e) hereto, no consent, approval, order
or authorization of, or registration, declaration or filing with,
any Governmental Entity is required by or with respect to Pipe in
connection with the execution and delivery of this Agreement by
Pipe, or the consummation by Pipe of the transactions
contemplated hereby, the failure to obtain which would have a
material adverse effect on Pipe except for the filing of the
Certificate of Merger with the Secretary of State of Florida and
the Secretary of State of Colorado.
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(f) Financial Statements.
---------------------
Pipe has furnished Wallstreet as Schedule 2.2(f) the unaudited
balance sheet as of December 31, 1999 and statements of income,
cash flow and shareholders equity for the period then ended (the
"Pipe Financial Statements"). The Pipe Financials Statements are
complete and correct in all material respects and fairly present
in all material respects the financial condition and results of
the operations of Pipe and the changes in its financial position
at such date and for such period and show all material
liabilities, absolute or contingent of Pipe.
(g) Books and Records.
------------------
Pipe has made and will make available for inspection by
Wallstreet, upon reasonable request, all the books of account,
relating to the business of Pipe. Such books of account of Pipe
have been maintained in the ordinary course of business. All
documents furnished to Wallstreet by Pipe are true and correct
copies, and there are no amendments or modifications thereto
except as set forth in such documents.
(h) Compliance with Laws.
---------------------
Except as disclosed in Schedule 2.2(h), Pipe is and has been in
compliance in all material respects with all laws, regulations,
rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its
properties or the operation of its businesses.
(i) Absence of Certain Changes or Events.
-------------------------------------
Except as disclosed in the Pipe Financial Statements, as
contemplated by this Agreement, or as set forth on Schedule
2.2(i), since December 31, 1999, except as required by this
Agreement, Pipe has conducted its business only in the ordinary
course, and, as of the date of this Agreement, there has not been
(i) any material adverse change, alone or in the aggregate, in
the business, assets, liabilities, condition (financial or
otherwise), results of operations or prospects; or (ii) any
declaration, setting aside or payment of any dividend or other
distribution (whether in cash, stock or property) with respect to
any of Pipe's capital stock.
(j) Accounts Receivable.
--------------------
The accounts receivable appearing on the current Pipe Balance
Sheet and all accounts receivable created since that date
represent valid obligations (subject to the effects of
bankruptcy, insolvency, reorganization or other similar laws
affecting the rights of creditors generally) owing to Pipe.
(k) Inventory.
----------
The values at which the inventories of Pipe as shown on the
current Pipe Financial Statements have been determined in
accordance with the normal valuation policy of Pipe, consistently
applied. All inventory of Pipe, whether reflected in the current
Pipe Financial Statements or otherwise, consists of a quality and
quantity usable and saleable in the ordinary course of business
except for items of obsolete materials and materials of below
standard quality, all of which have been written down in the
current Pipe Financial Statements to realizable market value or
for which reasonably adequate reserves have been provided
therein. Except as specifically indicated in the current Pipe
Financial Statements, the present quantities of all inventory of
Pipe are reasonable and warranted in the present circumstances of
the business of Pipe.
11
<PAGE>
(l) Liabilities and Obligations.
----------------------------
Except as disclosed in Schedule 2.2(l), Pipe has no material
liabilities or obligations (absolute, accrued, contingent or
otherwise) except (i) liabilities that are reflected and reserved
against on the Pipe Financial Statements that have not been paid
or discharged since the date thereof and (ii) liabilities
incurred since December 31, 1999 in the ordinary course of
business consistent with past practice and in accordance with
this Agreement.
(m) Litigation.
-----------
There is no action, proceeding, claim or investigation pending
against Pipe before any federal, state, municipal, foreign or
other court or administrative agency, department, board of
instrumentality that, if concluded adversely to Pipe would have a
material adverse effect, and no such action, proceeding, claim or
investigation has been threatened. There is no reasonable basis
for any shareholder or former shareholder of Pipe, or any other
person, firm, corporation or entity to assert a claim against
Pipe based upon: (a) ownership or rights to ownership of any
shares of Pipe' capital stock; (b) any rights as, or to become a
holder of securities of Pipe, including any option or preemptive
rights or rights to notice or to vote; or (c) any rights under
any agreement among Pipe and any of its shareholders or former
shareholders or option holders or former option holders.
(n) Taxes.
------
Pipe has filed or will file within the time prescribed by law
(including extension of time approved by the appropriate taxing
authority) all tax returns and reports required to be filed with
the United States Internal Revenue Service and with all other
jurisdictions where such filing is required by law; and Pipe has
paid, or have made adequate provision in the current Pipe
Financial Statements for the payment of all taxes, interest,
penalties, assessments or deficiencies due and payable on, and
with respect to all periods ending prior to December 31, 1999.
Pipe knows of (i) no other tax returns or reports which are
required to be filed which have not been so filed and (ii) no
unpaid assessment for additional taxes for any fiscal period or
any basis therefor.
(o) Assets.
-------
Except as described in Schedule 2.2(o), Pipe has good and
marketable title to all its real and personal property and assets
reflected in the Pipe Financial Statements free and clear of all
mortgages, liens, pledges, charges or encumbrances or other third
party interests of any nature whatsoever, except (i) the lien of
current taxes not yet due and payable, (ii) properties,
interests, and assets disposed of by Pipe since December 31, 1999
solely in the ordinary course of business consistent with past
practice and (iii) such imperfections of title, easements and
encumbrances, if any, as are not substantial in character, amount
or extent and do not materially detract from the value, or
interfere with the present or proposed use, of the properties
subject thereto.
(p) Contracts.
----------
All contracts, obligations, commitments, plans, leases,
instruments, arrangements or licenses (the "Material Contracts"),
excluding purchase or sales orders placed in the ordinary course
of business and other contracts involving payments of less than
$10,000 over the term thereof, to which Pipe is a party or may be
bound and which cannot be terminated by Pipe without penalty
within 30 days after written notice are listed on Schedule
2.2(p). Except as described in Schedule 2.2(p) hereto, all
Material Contracts are valid and in full force and effect on the
date hereof, and Pipe has not violated any provision of, or
committed or failed to perform any act which with notice, lapse
of time or both would constitute a default under the provisions
of, any Material Contract, the termination or violation of which
might have a materially adverse effect upon the business, assets,
liabilities, condition (financial or otherwise), results of
operations or prospects of Pipe. True and complete copies of all
Material Contracts, together with all amendments thereto,
disclosed in Schedule 2.2(p) have been delivered to Wallstreet or
made available for inspection. Schedule 2.2(p) identifies all
Material Contracts which require the consent or approval of third
parties to the execution and delivery of this Agreement or to the
consummation and performance of the transactions contemplated
hereby.
12
<PAGE>
(q) Benefit Plans.
--------------
Schedule 2.2(q) hereto lists all employee benefit plans,
contracts, agreements or arrangements sponsored, maintained or
contributed to by Pipe (collectively, the "Pipe Employee Benefit
Plans"). Pipe has not incurred any obligation to contribute any
material amount to any multi-employer plan, as defined in Section
3(37) of ERISA; Pipe has not incurred any material liability
under Title IV of ERISA arising in connection with the
termination of, or complete or partial withdrawal from, any plan
covered or previously covered by Title IV of ERISA, and each Pipe
Employee Benefit Plan is in compliance with all applicable laws
and regulations in all material respects. Pipe has complied with
all applicable agreements, laws, rules and regulations relating
to the employment of labor, including those related to wages,
hours and payroll taxes. Pipe has withheld and remitted to the
proper Governmental Authorities all amounts required by law or
agreement to be withheld from wages or salaries of its employees
and is not liable for any arrearage of wages or any Taxes or
penalties for failure to comply with any of the foregoing. Pipe
has had no labor troubles in the sense that within the last 12
months there have been no strikes, work stoppages, slowdowns,
threatened unfair labor practice charges or other material
controversies pending or threatened by any of its employees; and
Pipe has not entered into any collective bargaining agreement and
no union represents, or in the past twelve (12) months has
demanded or requested to represent or is currently attempting to
represent any of the employees of Pipe. Except as set forth on
Schedule 2.1(o), Pipe has not promulgated any policy or entered
into any agreement relating to the payment of any medical
insurance premium, retirement pay, severance pay, vacation pay or
sick leave to any present or former employees of Pipe.
All employee profit-sharing, incentive, deferred compensation,
welfare, pension, retirement, group insurance, bonus, severance
and other employee benefit plans, arrangements or agreements
(oral or written), regardless of whether any such plan,
arrangement or agreement is an "employee benefit plan" within the
meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (ERISA"), maintained or
previously maintained or contributed to or previously contributed
to by Pipe for the benefit of current or former personnel
("Employee Plans"), by their terms and operation are in material
compliance with all applicable laws (including, but not limited
to, ERISA and the Code). There are no actions, suits or claims
pending or threatened (other than routine noncontested claims for
benefits) or, to the knowledge of Pipe, no set of circumstances
exist which may reasonably give rise to such a claim against any
Employee Plan or administrator or fiduciary of any such Employee
Plan.
13
<PAGE>
To the knowledge of Pipe, and except for matters which would not
have a material adverse effect, no employee of Pipe is in
violation of any term of any employment contract, patent
disclosure agreement, noncompetition agreement, or any other
contract or written agreement, or any restrictive covenant
contained in any such agreement relating to the right of any such
employee to be employed thereby, or to use trade secrets or
proprietary information of others, and the employment of such
employees does not subject Pipe to any material liability.
(r) Licenses, Permits; Intellectual Property.
------------------------------------------
(i) Pipe owns or possesses in the operation of its business all
material authorizations which are necessary for it to
conduct its business as now conducted. Pipe is not in
material default, nor has received any notice of any claim
of default, with respect to any such authorization or any
notice of any other claim or proceeding or threatened
proceeding relating to any such authorization or claimed
lack of any necessary authorization. Except as described in
Schedule 2.2(r), neither the execution or delivery of this
Agreement, any Pipe Ancillary Agreements nor the
consummation of the transactions contemplated hereby or
thereby will require any notice or consent under or have any
material adverse effect upon any such authorization.
(ii) Set forth in Schedule 2.2(r) is a list of the material
domestic and foreign patents, patent applications, patent
licenses, software, corporate or other names, trade names,
trademarks, service marks, trademark registrations and
applications, service mark registrations and applications,
copyright registrations and applications licensed or owned
by Pipe, (collectively the "Intellectual Property").
Schedule 2.2(r) sets forth any Intellectual Property
licenses from Pipe to third parties. Pipe owns the entire
right, title and interest in and to the Intellectual
Property and each item constituting part of the Intellectual
Property has been, to the extent indicated in Schedule
2.2(r), duly registered with, filed in or issued by, as the
case may be, the United States Patent and Trademark Office
or such other government entity, domestic or foreign, as is
indicated in Schedule 2.2(r) and, to the knowledge of Pipe,
such registrations, filings and issuances remain in full
force and effect and there are no pending proceedings or
litigation or other adverse claims made in writing affecting
or with respect to the Intellectual Property.
(s) Environmental Matters.
----------------------
Except as set forth on Schedule 2.2(s), Pipe is in compliance
with all environmental laws and except as disclosed in Schedule
2.2(s), has no knowledge of any existing or potential claim.
(t) Real Property.
--------------
(i) Schedule 2.2(t) constitutes a true and complete list of all
real property owned or leased by Pipe or to which Pipe may
have any ownership or leasehold rights (the "Premises").
With respect to the Premises, all appurtenant rights,
privileges and easements belonging or appertaining thereto
and all buildings, structures and improvements thereon:
(w) except for the matter set forth on Schedule 2.2(t) hereto, no
person, firm or corporation other than Pipe has any rights,
(including rights arising under an installment contract, option
to purchase, easement, right of way, or otherwise) with respect
to the Premises or any part or parts thereof;
14
<PAGE>
(x) each of the buildings and other improvements constituting part of
the Premises is of reasonably sound structural integrity and is
able and adequate for its intended purpose and to conduct Pipe as
it is now being conducted.
(ii) Schedule 2.2(t) contains a list of all real property leases
to which Pipe or any Pipe Entity is a party (the "Scheduled
Leases"). The Scheduled Leases are (x) in full force and
effect and Pipe has not received any notice of default and
does not possess any knowledge of or notice of a material
event, occurrence, condition or act (including the entering
into of this Agreement) which, with the giving of notice,
the lapse of time or the happening of any further event or
condition, would become a default by Pipe pursuant to the
terms of the Scheduled Leases; and (y) all rents and
additional rents due to date on each Scheduled Lease have
been paid. To the knowledge of Pipe, the property subject to
the Scheduled Leases are not subject to any immediate
eminent domain proceeding.
(iii)There are no restrictions respecting availability of public
utilities, including, but not limited to, sewer, gas and
electricity and the Premises are served by all such
utilities; all payments, assessments, deposits and other
charges relating to such utilities and any other existing
on-site improvements (including public or quasi-public
utilities or services) have been paid in full to the extent
the are due.
(u) Transactions and Affiliates.
----------------------------
Except as described in Schedule 2.2(u), no director, officer or
affiliate of Pipe or any member of his or her immediate family,
is a party to any agreement or contract or other business
arrangement or relationship of any kind with Pipe or, except for
compensation as an officer or director of Pipe or for the
ownership of not more than 1% of the stock of a company having a
class of securities registered pursuant to the Exchange Act, has
an ownership interest in any business, corporate or otherwise,
which is a party to, or in any property which is the subject of,
business arrangements or relationships of any kind with any Pipe.
(v) Certain Proceedings.
--------------------
None of Pipe, its officers, directors, shareholders or
affiliates:
(i) has been convicted within 10 years prior to the date hereof
of any felony or misdemeanor in connection with the purchase
or sale of any security, involving the making of a false
filing with the Commission, or arising out of the conduct of
the business of an underwriter, broker, dealer, municipal
securities dealer, or investment adviser;
(ii) is subject to any order, judgment, or decree of any court of
competent jurisdiction temporarily or preliminarily
enjoining or restraining, or is subject to any order,
judgment, or decree of any court of competent jurisdiction,
entered within 5 years prior to the date hereof, permanently
enjoining or restraining, such person from engaging in or
continuing any conduct or practice in connection with the
purchase or sale of any security, involving the making of a
false filing with the Commission, or arising out of the
conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, or investment adviser;
15
<PAGE>
(iii)is subject to an order of the Commission entered pursuant
to section 15(b), 15B(a), or 15B(c) of the Exchange Act, or
section 203(e) or (f) of the Investment Advisers Act of
1940;
(iv) is suspended or expelled from membership in, or suspended or
barred from association with a member of, a national
securities exchange registered under section 6 of the
Exchange Act or a national securities association registered
under section 15A of the Exchange Act for any act or
omission to act constituting conduct inconsistent with just
and equitable principles of trade; or
(v) is subject to a United States Postal Service false
representation order entered under 39 U.S.C.ss. 3005 within
5 years prior to the date hereof, or is subject to a
restraining order or preliminary injunction entered under 39
U.S.C.ss. 3007 with respect to conduct alleged to have
violated 39 U.S.C.ss.3005.
(w) Brokers. No broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection
with the Exchange based upon arrangements made by or on behalf of
Pipe.
ARTICLE III
COVENANTS RELATING TO CONDUCT OF BUSINESS
3.1 Covenants of Pipe and Wallstreet.
---------------------------------
During the period from the date of this Agreement and continuing until the
Effective Time, Pipe, Wallstreet and Merger Sub each agree as to itself and
its related entities and subsidiaries that (except as expressly
contemplated or permitted by this Agreement, or to the extent that the
other party shall otherwise consent in writing):
(a) Ordinary Course.
-----------------
Each party and their respective entities and subsidiaries shall carry
on their respective businesses in the usual, regular and ordinary
course in substantially the same manner as heretofore conducted;
provided that Wallstreet may liquidate its remaining assets as
contemplated by the disclosure contained in its most recent Form
10-QSB.
(b) Dividends; Changes in Stock.
----------------------------
No party shall, nor shall any party permit any of its subsidiaries to,
nor shall any party propose to, (i) declare or pay any dividends on or
make other distributions in respect of any of its capital stock, (ii)
split, combine or reclassify any of its capital stock or issue or
authorize or propose the issuance of any other securities in respect
of, in lieu of or in substitution for shares of its capital stock or
(iii) repurchase or otherwise acquire, or permit any subsidiary to
purchase or otherwise acquire, any shares of its capital stock.
16
<PAGE>
(c) Issuance of Securities.
-----------------------
No party shall, nor shall any party permit any of its subsidiaries to,
issue, deliver or sell, or authorize or propose the issuance, delivery
or sale of, any shares of its capital stock of any class, any voting
debt or any securities convertible into, or any rights, warrants or
options to acquire, any such shares, voting debt or convertible
securities.
(d) Governing Documents.
--------------------
Except for Pipe amendment of its Certificate of Incorporation to
increase its authorized Common Stock to 40,000,000, no party shall
amend or propose to amend its Certificate of Incorporation or By-laws.
(e) No Solicitations.
-----------------
No party shall, nor shall any party permit any of its related entities
or subsidiaries to, nor shall it authorize or permit any of its
officers, directors or employees or any investment banker, financial
advisor, attorney, accountant or other representative retained by it
or any of its related entities or subsidiaries to, solicit or
encourage (including by way of furnishing information), or take any
other action to facilitate, any inquiries or the making of any
proposal which constitutes, or may reasonably be expected to lead to,
any takeover proposal, or agree to or endorse any takeover proposal.
Each party shall promptly advise the other orally and in writing of
any such inquiries or proposals. As used in this Agreement, "takeover
proposal" shall mean any tender or exchange offer, proposal for an
exchange, consolidation or other business combination involving a
party hereto or any related entity or subsidiary of such party or any
proposal or offer to acquire in any manner a substantial equity
interest in, or a substantial portion of the assets of, such party or
related entity or any of its subsidiaries other than the transactions
contemplated by this Agreement.
(f) No Acquisitions.
---------------
No party shall, nor shall any party permit any of its related entities
or subsidiaries to, acquire or agree to acquire by merging or
consolidating with, or by purchasing a substantial equity interest in
or a substantial portion of the assets of, or by any other manner, any
business or any corporation, partnership, association or other
business organization or division thereof or otherwise acquire or
agree to acquire any assets in each case which are material,
individually or in the aggregate, to such party and related entities
and its subsidiaries taken as a whole.
(g) No Dispositions.
----------------
Except for the transfer of assets in the ordinary course of business
consistent with prior practice or by Wallstreet as contemplated by
Section 3.1(a) hereof, no party shall, nor shall any party permit any
of its related entities or subsidiaries to, sell, lease, encumber or
otherwise dispose of, or agree to sell, lease, encumber or otherwise
dispose of, any of its assets, which are material, individually or in
the aggregate, to such party, its related entities and its
subsidiaries taken as a whole.
(h) Indebtedness.
-------------
No party shall, nor shall any party permit any of its related entities
or subsidiaries to, incur any indebtedness for borrowed money or
guarantee any such indebtedness or issue or sell any debt securities
or warrants or rights to acquire any debt securities of such party or
related entities or any of its subsidiaries or guarantee any debt
securities of others other than in each case in the ordinary course of
business consistent with prior practice.
17
<PAGE>
(i) Compensation.
-------------
No party shall grant any increase in the salary or other compensation
of its officers or other employees or grant any bonus to any officer
or other employee or enter into any employment agreement or make any
loan to or enter into any material transaction of any other nature
with any officer or other employee of such party.
(j) No New Severance.
-----------------
No party shall take any action to institute any new severance or
termination pay practices with respect to any directors or officers or
other employees of such party or to increase the benefits payable
under its severance or termination pay practices.
(k) Benefit Plans.
--------------
No party shall adopt or amend, in any respect, except as may be
required by applicable law or regulation, any bonus, profit sharing,
compensation, stock option, restricted stock, pension, retirement,
deferred compensation, employment or other employee benefit plan,
agreement, trust, fund, plan or arrangement for the benefit or welfare
of any directors or officers or other employees except as otherwise
contemplated by this Agreement.
3.2 Other Actions.
--------------
No party shall, nor shall any party permit any of its related entities
subsidiaries to, take any action that would or is reasonably likely to
result in any of its representations and warranties set forth in this
Agreement being untrue as of the date made (to the extent so limited), or
in any of the conditions to the Merger set forth in Article V not being
satisfied.
3.3 Advice of Changes; Filings.
---------------------------
Each party shall confer on a regular and frequent basis with the other,
report on operational matters and promptly advise the other orally and in
writing of any change or event having, or which, insofar as can reasonably
be foreseen, could have, a material adverse effect on such party and its
related entities and subsidiaries taken as a whole. Each party shall
promptly provide the other (or its counsel) copies of all filings made by
such party with any state or federal governmental Entity in connection with
this Agreement and the transactions contemplated hereby and thereby.
18
<PAGE>
ARTICLE IV
ADDITIONAL AGREEMENTS
4.1 Name Change; License.
---------------------
It is contemplated by the parties that the corporate name of Wallstreet
shall be changed contingent upon and concurrent with the Closing Date.
Accordingly, as the majority shareholders of Wallstreet after the Closing
Date, the Pipe Shareholders agree to cause a meeting of the shareholders of
Wallstreet to be held within 12 months of the Closing Date for the purpose
of, among other things, proposing to the shareholders a change in the
corporate name from that of Wallstreet Racing Stables, Inc. The Pipe
Shareholders also agree to vote all of the shares of Wallstreet standing in
their name in favor of such name change, and to take any and all additional
steps reasonable and prudent for purposes of soliciting approval of the
name change. Until the name is formally changed as contemplated herein,
Wallstreet shall adopt an assumed name for purposes of conducting business.
In the interim between the Closing Date and a shareholders' meeting,
Wallstreet will grant to the Wallstreet Principal Shareholders and/or their
affiliates a permanent, exclusive, royalty-free license to use the name
Wallstreet Racing Stables. Such license shall be in a form mutually
approved by counsel for Wallstreet and shall not require the payment of any
consideration for the license. Following anticipated approval of the
corporate name change of Wallstreet, Pipe and Wallstreet agree to cooperate
with Wallstreet Principal Shareholders such that the name may be
permanently transferred under relevant provisions of Colorado law.
4.2 Shareholder Approval of Pipe.
-----------------------------
The Board of Directors of Pipe agrees to submit the proposed Merger to the
Shareholders of Pipe for approval within 15 days of the date of this
Agreement in accordance with the provisions of the FBCC, and to recommend
to the shareholders the approval of the Merger.
4.3 Restricted Wallstreet Shares.
(a) The Merger Shares will not be registered under the Securities Act, but
will be issued pursuant to an exemption from such registration requirements
based upon representations and warranties made by the Shareholders.
Accordingly, the Shares will constitute "restricted securities" for
purposes of the Securities Act and applicable state securities laws and
Shareholders will not be able to transfer such Shares except upon
compliance with the registration requirements of the Securities Act and
applicable state securities laws or an exemption therefrom. The
certificates evidencing the Shares shall contain a legend to the foregoing
effect and the Shareholders shall deliver at Closing an Investment Letter
in substantially the form of Exhibit 4.3 hereto acknowledging the fact that
the Shares are restricted securities and agreeing to the foregoing transfer
restrictions.
4.4 Access to Information.
----------------------
Upon reasonable notice, Wallstreet and Pipe shall each afford to the
officers, employees, accountants, counsel and other representatives of the
other, access, during normal business hours during the period prior to the
Effective Time, to all its properties, books, contracts, commitments and
records. During such period, each of Wallstreet and Pipe shall furnish
promptly to the other (a) a copy of each report, schedule, registration
statement and other document filed or received by it during such period
pursuant to the requirements of Federal or state securities laws and (b)
all other information concerning its business, properties and personnel as
such other party may reasonably request. Unless otherwise required by law,
the parties will hold any such information which is nonpublic in confidence
until such time as such information otherwise becomes publicly available
through no wrongful act of either party, and in the event of termination of
this Agreement for any reason each party shall promptly return all
nonpublic documents obtained from any other party, and any copies made of
such documents, to such other party.
19
<PAGE>
4.5 Legal Conditions to Merger.
---------------------------
Each of Wallstreet, Pipe and Merger Sub will take all reasonable actions
necessary to comply promptly with all legal requirements which may be
imposed on itself with respect to the Merger and will promptly cooperate
with and furnish information to each other in connection with any such
requirements imposed upon any of them or any of their related entities or
subsidiaries in connection with the Merger. Each party will, and will cause
its related entities or subsidiaries to, take all reasonable actions
necessary to obtain (and will cooperate with each other in obtaining) any
consent, authorization, order or approval of, or any exemption by, any
Governmental Entity or other public or private third party, required to be
obtained or made by Wallstreet, Pipe or Merger Sub or any of their related
entities or subsidiaries in connection with the Merger or the taking of any
action contemplated thereby or by this Agreement.
4.6 Antidilution Provisions.
------------------------
The Pipe Shareholders, as the majority shareholders of Wallstreet following
the Closing, and Wallstreet each agree that for a period of one year
following the Effective Date, and without the advance written approval of
the Wallstreet Principal Shareholders, Wallstreet shall not issue shares of
its Common Stock or securities convertible into Common Stock with an issue
price or a conversion price less than $6.00 per share, which issuance shall
cause the shareholders of Wallstreet prior to the Closing to own less than
5% of the issued and outstanding Common Stock on a fully diluted basis. In
the event Wallstreet shall issue securities in violation of this provision,
shareholders owning stock prior to the Closing shall be issued warrants
entitling them to purchase Common Stock in an amount necessary to maintain
5% of the Common Stock of the Company on a fully diluted basis at the same
price as the securities issued in violation of this covenant.
4.7 Wallstreet Board of Directors and Officers.
-------------------------------------------
All of the officers and directors of Wallstreet shall resign as of the
Closing Date, except Ray McElhaney who shall appoint Timothy J. Murtaugh
and Noel Cullison to the Board of Directors and shall then immediately
resign.
4.8 Additional Earnest Money: Expenses.
-----------------------------------
Contemporaneously with the execution of this Agreement, Pipe shall pay to
Wallstreet the amount of $10,000, and an additional $75,000 within three
days prior to the Closing, each payment in cash or collectible funds. Each
payment shall be utilized by Wallstreet to defray expenses of the Merger
and for general and administrative expenses. The $75,000 shall be fully
refundable to Pipe in the Closing does not occur for any reason; the
$10,000 shall be nonrefundable in any event. Subject to the foregoing and
Section 6.3 and 7.2, all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expense.
4.9 Subsequent SEC Filings.
----------------------
After the Closing Date, the following documents shall be filed by
Wallstreet with the SEC and/or the National Association of Securities
Dealers, Inc.:
(a) Within the time required by the Rules of the Commission, file a
current report on Form 8-K containing the information required in
such rules of form;
(b) Within seventy-five (75) days following the Closing Date,
Wallstreet shall file under cover of Form 8-K, audited financial
statements of Pipe, proforma financial information and other
disclosures as required by Form 8-K of the Exchange Act and
Regulation S-B of the 1933 Act;
20
<PAGE>
(c) Wallstreet will make its reasonable best efforts to comply with
the initial listing requirements imposed by the Nasdaq Stock
Market and, provided that Wallstreet meets such criteria or
believes in its sole discretion that an exception from one or
more criteria is likely, Wallstreet shall file within ninety (90)
days of the Closing Date an application for listing of its Common
Stock on the Nasdaq Small Cap Market, pay the applicable fees,
and file such other documents which may be requested by Nasdaq
and use its best efforts to obtain such listing;
(d) Wallstreet shall cause to be filed such other reports as may be
required to be filed with the SEC or the Nasdaq Stock Market by
Sections 13 or 15(d) of the Exchange Act or necessary to maintain
listing of the Common Stock on Nasdaq.
4.10 Purchase Option.
---------------
(i) Beginning with the Effective Date and continuing for a period of six
(6) months thereafter, Wallstreet shall and hereby does grant the
Wallstreet Principal Shareholders and/or their affiliates an irrevocable
option to acquire any or all of the assets owned by Wallstreet prior to the
Closing Date. The exercise price for the option shall be a price to be
negotiated at the time of exercise, but not more than the fair market value
of such asset at that time. The option shall be exercisable by any one or
more of the Wallstreet Principal Shareholders as to some or all of the
assets on one occasion only. In order to exercise the option, the
Wallstreet Principal Shareholders shall give written notice of their desire
to Wallstreet, following which a closing shall be held within thirty (30)
days. The purchase price for exercise of the option shall be payable in
cash, assumption of liabilities and/or other consideration to be agreed by
the parties on the date of closing.
ARTICLE V
CONDITIONS PRECEDENT
5.1 Conditions to Each Party's Obligation To Effect the Exchange.
-------------------------------------------------------------
The respective obligation of each party to effect the Merger shall be
subject to the satisfaction prior to the Closing Date of the following
conditions:
(a) Necessary Approvals.
--------------------
All authorizations, consents, orders or approvals of, or
declarations or filings with, or expirations of waiting periods
imposed by, any Governmental Entity the failure to obtain which
would have a material adverse effect on Wallstreet and its
subsidiaries and related entities, taken as a whole, shall have
been filed, occurred or been obtained. Wallstreet shall have
received all state securities or "Blue Sky" permits and other
authorizations necessary to issue the Merger Shares and to
consummate the Merger.
21
<PAGE>
(b) Asset Agreement.
----------------
The Wallstreet Principal Shareholders shall have assumed the
Pre-Closing Liabilities and as of the Effective Time, Wallstreet
shall have no liabilities or obligations of any kind other than
those arising from this Agreement or the Merger.
5.2 Conditions of Obligations of Wallstreet.
-----------------------------------------
The obligations of Wallstreet and Merge Sub to effect the Merger are
subject to the satisfaction of the following conditions on or before the
Closing Date unless waived by Wallstreet:
(a) Representations and Warranties.
-------------------------------
The representations and warranties of Pipe set forth in this
Agreement shall be true and correct in all material respects as
of the date of this Agreement and (except to the extent such
representations and warranties speak as of an earlier date) as of
the Closing Date as though made on and as of the Closing Date,
except as otherwise contemplated by this Agreement, and
Wallstreet shall have received a certificate signed on behalf of
Pipe by the President of Pipe to such effect.
(b) Performance of Obligations of Pipe.
-----------------------------------
Pipe shall have performed in all material respects all
obligations required to be performed by it under this Agreement
at or prior to the Closing Date, and Wallstreet shall have
received a certificate signed on behalf of Pipe by the President
to such effect.
(c) Opinion of Counsel for Pipe.
---------------------------
Wallstreet shall have received an opinion dated the Closing Date
of Underberg & Kessler, LLP, counsel for Pipe, in form and
substance reasonably satisfactory to Wallstreet and its counsel
relating to such matters as are customarily delivered in
connection with a Merger transaction, including an opinion that
the Merger has been approved by all requisite action of Pipe and
its shareholders and that the Merger Shares will be issued in
accordance with all applicable securities laws.
(d) Closing Documents.
-----------------
Wallstreet shall have received such certificates and other
closing documents as counsel for Wallstreet shall reasonably
request.
(e) Consents.
---------
Pipe shall have obtained the consent or approval of each person whose
consent or approval shall be required in connection with the
transactions contemplated hereby under any loan or credit agreement,
note, mortgage, indenture, lease or other agreement or instrument,
except those for which failure to obtain such consents and approvals
would not, in the reasonable opinion of Wallstreet, individually or in
the aggregate, have a material adverse effect on Pipe and its
subsidiaries and related entities taken as a whole upon the
consummation of the transactions contemplated hereby. Pipe shall also
have received the approval of its shareholders in accordance with
applicable law.
(f) Pipe Review.
------------
Wallstreet shall have completed to its reasonable satisfaction a
review of the business, operations, finances, assets and liabilities
of Pipe and shall not have determined that any of the representations
or warranties of Pipe contained herein are, as of the date hereof or
the Closing Date, inaccurate in any material respect or that Pipe is
otherwise in violation of any of the provisions of this Agreement.
(g) Pending Litigation.
-------------------
There shall not be any litigation or other proceeding pending or
threatened to restrain or invalidate the transactions contemplated by
this Agreement, which, in the sole reasonable judgment of Wallstreet,
made in good faith, would make the consummation of the Merger
imprudent. In addition, there shall not be any other litigation or
other proceeding pending or threatened against Pipe, the consequences
of which, in the judgment of Wallstreet, could be materially adverse
to Pipe.
(h) New Financing. Wallstreet shall have received evidence satisfactory
in its sole discretion that Pipe has received financing in an amount
not less than $2,000,000 (two million dollars) to be used for repayment
of existing debt and working capital.
22
<PAGE>
5.3 Conditions of Obligations of Pipe.
----------------------------------
The obligation of Pipe to effect the Exchange is subject to the
satisfaction of the following conditions unless waived by Pipe:
(a) Representations and Warranties.
-------------------------------
The representations and warranties of Wallstreet set forth in
this Agreement shall be true and correct in all material respects
as of the date of this Agreement and (except to the extent such
representations speak as of an earlier date) as of the Closing
Date as though made on and as of the Closing Date, except as
otherwise contemplated by this Agreement, Pipe shall have
received a certificate signed on behalf of Wallstreet by the
Chief Executive Officer to such effect.
(b) Performance of Obligations of Wallstreet and Merger Sub.
--------------------------------------------------------
Wallstreet and Merger Sub shall have performed in all material
respects all obligations required to be performed by them under
this Agreement at or prior to the Closing Date, and Pipe shall
have received a certificate signed on behalf of Wallstreet by the
Chief Executive Officer to such effect.
(c) Opinion of Counsel for Wallstreet.
----------------------------------
Pipe shall have received an opinion dated the Closing Date of
Overton, Babiarz & Associates, P.C., counsel for Wallstreet, in
form and substance reasonably satisfactory to Pipe and its
counsel relating to such matters as are customarily delivered in
connection with a Merger transaction.
(d) Closing Documents.
------------------
Pipe shall have received such certificates and other closing
documents as counsel for Pipe shall reasonably request.
(e) Consents.
---------
Wallstreet and Merger Sub shall have obtained the consent or
approval of each person whose consent or approval shall be
required in connection with the transactions contemplated hereby
under any loan or credit agreement, note, mortgage, indenture,
lease or other agreement or instrument, except those for which
failure to obtain such consents and approvals would not, in the
reasonable opinion of Pipe, individually or in the aggregate,
have a material adverse effect on either Wallstreet or Merger Sub
taken as a whole, upon the consummation of the transactions
contemplated hereby.
(f) Pipe Review.
------------
Pipe shall have completed to its reasonable satisfaction a review
of the business, operations, finances, assets and liabilities of
Wallstreet and Merger Sub and shall not have determined that any
of the representations or warranties of Wallstreet and Merger Sub
contained herein are, as of the date hereof or the Closing Date,
inaccurate in any material respect or that Wallstreet is
otherwise in violation of any of the provisions of this
Agreement.
23
<PAGE>
(g) Pending Litigation.
-------------------
There shall not be any litigation or other proceeding pending or
threatened to restrain or invalidate the transactions
contemplated by this Agreement, which, in the sole reasonable
judgment of Pipe, made in good faith, would make the consummation
of the Merger imprudent. In addition, there shall not be any
other litigation or other proceeding pending or threatened
against Wallstreet or Merger sub, the consequences of which, in
the judgment of Pipe, could be materially adverse to Wallstreet
or Merger Sub.
(h) No Convertible Securities Outstanding.
--------------------------------------
Wallstreet shall have secured the cancellation, on terms and
conditions reasonably satisfactory to Pipe, of all outstanding
stock purchase warrants, and except as listed in Schedule 2.1(b),
no options, rights, convertible securities or other instruments
exercisable for equity securities of Wallstreet shall be
outstanding.
(i) Resignation of Directors.
-------------------------
Each director of Wallstreet shall have delivered his written
resignation as a director of Wallstreet effective as of the
Closing Date of the Merger in accordance with Section 4.7.
ARTICLE VI
INDEMNIFICATION
6.1 Indemnification Obligations of Wallstreet Shareholders.
--------------------------------------------------------
From and after the Effective Time, the Wallstreet Principal Shareholders,
jointly and severally, shall reimburse, indemnify and hold harmless
Wallstreet and Pipe and their directors, officers, shareholders, employees,
representatives and agents (each such person and its or his heirs,
executors, administrators, successors and assigns is referred to herein as
"Pipe Indemnified Party") against and in respect of:
(a) Any and all damages, losses, settlement payments, deficiencies,
liabilities, costs, expenses and claims suffered, sustained, incurred
or required to be paid by any Pipe Indemnified Party because of or
that result from, relate to or arise out of:
(i) any asset of Wallstreet or any Assumed Liability of Wallstreet
which were transferred or assumed by the Wallstreet Principal
Shareholders; or
(ii) the business, operations or assets of Wallstreet prior to the
Effective Time or the actions or omissions of any officers,
director, shareholder, employee or agent of Wallstreet prior to
the Effective Time irrespective of the date that any claim, suit
or other cause of action related to any of the foregoing is filed
or otherwise instituted against Wallstreet or any Pipe
Indemnified Party; and
24
<PAGE>
(b) Any and all actions, suits, claims or legal, administrative,
arbitration, governmental or other procedures or investigation against
any Pipe Indemnified Party that relate to the business, operations or
assets of Wallstreet in which the event giving rise thereto occurred
prior to the Effective Time or which results from or arises out of any
action or inaction prior to the Effective Time of Wallstreet or any
director, officer, employee, agent or representative of Wallstreet;
and
(c) Any and all actions, suits, claims, proceedings, investigations,
allegations, demands, assessments, audits, fines, judgments, costs and
other expenses (including without limitation reasonable legal fees and
expenses) incident to any of the foregoing or to the enforcement of
this Section 6.1
6.2 Indemnification Obligations of Pipe and Wallstreet.
---------------------------------------------------
From and after the Effective Time, Pipe and Wallstreet jointly and
severally shall reimburse, indemnify and hold harmless the Wallstreet
Principal Shareholders and their representatives and agents (each such
person and its or his heirs, executors, administrators, successors and
assigns is referred to herein as a "Wallstreet Shareholder Indemnified
Party") against and in respect of:
(a) Any and all damages, losses, settlement payments, deficiencies,
liabilities, costs, expenses and claims suffered, sustained, incurred
or required to be paid by any Wallstreet Shareholder Indemnified Party
because of or that result from, relate to or arise out of the
business, operations or assets of Wallstreet or Pipe after the
Effective Time or the actions or omissions of any officer, director,
shareholder, employee or agent of Wallstreet or Pipe after the
Effective Time; and
(b) Any and all actions, suits, claims, or legal, administrative,
arbitration, governmental or other procedures or investigation against
any Wallstreet Shareholder Indemnified Party that relate to the
business, operations or assets of Wallstreet or Pipe in which the
event giving rise thereto occurred after the Effective Time or which
results from or arises out of any action or inaction after the
Effective Time of Wallstreet or Pipe or any director, officer,
employee, agent, representative of Wallstreet or Pipe after the
Effective Time; and
(c) A breach of any representation or warranty by Pipe or any Pipe entity
contained herein, which breach is discovered within 2 years of the
date hereof; and
(d) Any and all actions, suits, claims, proceedings, investigations,
allegations, demands, assessments, audits, fines, judgments, costs and
other expenses (including without limitation reasonable legal fees and
expenses) incident to any of the foregoing or to the enforcement of
this Section 6.2.
25
<PAGE>
6.3 Payment of Indemnification Obligations.
---------------------------------------
Each party agrees to pay promptly to any other indemnified party the amount
of all damages, losses, settlement payments, deficiencies, liabilities,
costs, expenses, claims and other obligations to which the indemnity set
forth in Section 6.1 or 6.2 relates. If all or part of any such obligation
is not paid when due, then the indemnifying party shall also pay the
indemnified party interest on the unpaid amount of the obligation for each
day from the date the amount became due until payment in full, payable on
demand, at the fluctuating rate per annum which at all times shall be four
percentage points in excess of the "prime rate" identified in The Wall
Street Journal as the base rate on corporate loans at large U.S. money
center commercial banks.
6.4 Other Remedies.
--------------
The indemnification rights of any indemnified party under this Article VI
are independent of and in addition to such rights and remedies as such
indemnified party may have at law, in equity or otherwise for any
misrepresentation, breach of warranty or failure to fulfill any covenant or
agreement under or in connection with this Agreement, including without
limitation the right to seek specific performance, rescission or
restitution, none of which rights or remedies shall be affected or
diminished hereby.
ARTICLE VII
TERMINATION AND AMENDMENT
7.1 Termination.
------------
This Agreement may be terminated at any time prior to the Effective Time:
(a) by mutual consent of Wallstreet and Pipe;
(b) by either Wallstreet or Pipe if there has been a material breach of
any representation, warranty, covenant or agreement on the part of the
other set forth in this Agreement which breach has not been cured
within 5 business days following receipt by the breaching party of
notice of such breach, or if any permanent injunction or other order
of a court or other competent authority preventing the consummation of
the Exchange shall have become final and non-appealable; or
(c) by either Wallstreet or Pipe if the Exchange shall not have been
consummated before May 15, 2000.
7.2 Effect of Termination.
----------------------
In the event of termination of this Agreement by either Pipe or Wallstreet
as provided in Section 7.1, this Agreement shall forthwith become void and
there shall be no liability or obligation on the part of any party hereto.
Except as provided in Section 6.3, all costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such expenses.
7.3 Amendment.
----------
This Agreement may be amended by the parties hereto, by action taken or
authorized by their respective Boards of Directors, provided no amendment
shall be made which by law requires approval by the shareholders of any
party without such further approval. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.
26
<PAGE>
7.4 Extension; Waiver.
------------------
At any time prior to the Effective Time, the parties hereto, by action
taken or authorized by their respective Board of Directors, may, to the
extent legally allowed, (a) extend the time for the performance of any of
the obligations or other acts of the other parties hereto, (b) waive any
inaccuracies in the representations and warranties contained herein or in
any document delivered pursuant hereto and (c) waive compliance with any of
the agreements or conditions contained herein. Any agreement on the part of
a party hereto to any such extension or waiver shall be valid only if set
forth in a written instrument signed on behalf of such party.
<PAGE>
ARTICLE VIII
GENERAL PROVISIONS
8.1 Nonsurvival of Representations, Warranties and Agreements.
----------------------------------------------------------
None of the representations, warranties and agreements in this Agreement or
in any instrument delivered pursuant to this Agreement shall survive the
Effective Time, except for the representations and warranties contained in
the agreements contained in Article II and Sections 4.1, 4.2, 4.3, 4.6,
4.8, 4.9, 4.10, 6.1, 6.2, 6.3, , 7.2 and 8.1.
8.2 Notices.
--------
All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally, telecopied (which is
confirmed) or mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
(a) If to Wallstreet to
Wallstreet Racing Stables, Inc.
5525 Erindale Drive, Suite 201
Colorado Springs, CO 80918
Attention: Raymond E. McElhaney, President
Facsimile No.: (719) 260-8516
with a copy to
Overton, Babiarz & Associates, P.C.
7720 East Belleview, Suite 200
Englewood, CO 80111
Attention: David Babiarz, Esq.
Facsimile No.: (303) 779-6006
27
<PAGE>
and
(b) if to Pipe, to
Pipeline Technologies, Inc.
1001 Kings Avenue
Jacksonville, FL 32207
Attention: Timothy J. Murtaugh, CEO
Facsimile No.: (904) 399-4088
with a copy to
Underberg & Kessler, LLP
1800 Chase Square
Rochester, NY 14604
Attention: Stephen R. Gersz, Esq.
Facsimile No.: (716) 258-282
8.3 Interpretation.
---------------
When a reference is made in this Agreement to Sections, such reference
shall be to a Section of this Agreement unless otherwise indicated. The
headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words
"without limitation". The phrase "made available" in this Agreement shall
mean that the information referred to has been made available if requested
by the party to whom such information is to be made available.
8.4 Counterparts.
-------------
This Agreement may be executed in two or more counterparts, all of which
shall be considered one and the same agreement and shall become effective
when two or more counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all parties need
not sign the same counterpart.
8.5 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership.
--------------------------------------------------------------------
This Agreement (including the documents and the instruments referred to
herein) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the Wallstreet Acquisition subject matter hereof, and is
not intended to confer upon any person other than the parties hereto any
rights or remedies hereunder.
28
<PAGE>
8.6 Governing Law.
--------------
This Agreement shall be governed and construed in accordance with the laws
of the State of Colorado without regard to principles of conflicts of law.
Each party hereby irrevocably submits to the jurisdiction of any Colorado
state court or any federal court in the State of Colorado in respect of any
suit, action or proceeding arising out of or relating to this Agreement,
and irrevocably accept for themselves and in respect of their property,
generally and unconditionally, the jurisdiction of the aforesaid courts.
8.7 No Remedy in Certain Circumstances.
----------------------------------
Each party agrees that, should any court or other competent authority hold
any provision of this Agreement or part hereof or thereof to be null, void
or unenforceable, or order any party to take any action inconsistent
herewith or not to take any action required herein, the other party shall
not be entitled to specific performance of such provision or part hereof or
thereof or to any other remedy, including but not limited to money damages,
for breach hereof or thereof or of any other provision of this Agreement or
part hereof or thereof as a result of such holding or order.
8.8 Publicity.
---------
Except as otherwise required by law or the rules of the SEC, so long as
this Agreement is in effect, no party shall issue or cause the publication
of any press release or other public announcement with respect to the
transactions contemplated by this Agreement without the written consent of
the other party, which consent shall not be unreasonably withheld.
8.9 Assignment.
-----------
Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the
other parties, except that Wallstreet or Pipe may assign, in its sole
discretion, any or all of its rights, interests and obligations hereunder
to any direct or indirect wholly owned subsidiary of such company. Subject
to the preceding sentence, this Agreement will be binding upon, inure to
the benefit of and be enforceable by the parties and their respective
successors and assigns.
IN WITNESS WHEREOF, this Agreement has been signed by the parties set forth
below as of the date set forth above.
WALLSTREET RACING STABLES, INC.
By: /s/ Raymond E. McElhaney
---------------------------------
Raymond E. McElhaney, President
WRS MERGER CORP.
By: /s/ Raymond E. McElhaney
---------------------------------
Raymond E. McElhaney, President
<PAGE>
PIPELINE TECHNOLOGIES, INC.
/s/ Timothy J. Murtaugh
-----------------------------
Timothy J. Murtaugh, Chief Executive Officer
PIPELINE
SHAREHOLDERS:
/s/ Timothy J. Murtaugh
-----------------------------
Timothy J. Murtaugh
/s/ Robert L. Maige
-----------------------------
Robert L. Maige
WALLSTREET
SHAREHOLDERS
/s/ Raymond E. McElhaney
---------------------------------------
Raymond E. McElhaney
/s/ Bill M. Conrad
---------------------------------------
Bill M. Conrad
