Exhibit 10.4
AGREEMENT AND PLAN OF MERGER between CHATSWORTH ACQUISITION
CORPORATION, a Delaware corporation ("Chatsworth"), and AMERICOM USA, INC., a
Delaware corporation doing business as TeleSpace ("AmeriCom"), Chatsworth and
AmeriCom being sometimes referred to herein as the "Constituent Corporations."
WHEREAS, the board of directors of each Constituent Corporation deems
it advisable that the Constituent Corporations merge into a single corporation
("the Merger");
NOW, THEREFORE, in consideration of the premises and the respective
mutual covenants, representations and warranties herein contained, the parties
agree as follows:
1. Surviving Corporation. AmeriCom shall be merged with and into
Chatsworth which shall be the surviving corporation (hereinafter the "Surviving
Corporation") in accordance with the applicable laws of the State of Delaware.
2. Merger Date. The Merger shall become effective (the "Merger Date")
upon the completion of:
(i) Adoption of this Agreement by the shareholders of AmeriCom and by
the shareholders of Chatsworth pursuant to the General
Corporation Law of Delaware; and
(ii) Execution and filing of the Certificate of Merger with the
Secretary of State of the State of Delaware in accordance with
the General Corporation Law of Delaware.
3. Time of Filings. The Certificate of Merger shall be filed with the
Commissioner of Corporations of the Secretary of State of Delaware upon the
approval of this Agreement by the shareholders of the Constituent Corporations
and the fulfillment or waiver of the terms and conditions herein.
4. Accounting Period. Notwithstanding any other provision herein
relating to the Merger Date, for all accounting purposes the effective date of
the Merger shall be as of November 30, 1998.
5. Governing Law. The Surviving Corporation shall be governed by the
laws of the State of Delaware.
6. Certificate of Incorporation. The Certificate of Incorporation of
Chatsworth shall be the Certificate of Incorporation of the Surviving
Corporation from and after the Merger Date, subject to the right of the
Surviving Corporation to amend its Certificate of Incorporation in accordance
with the laws of the State of Delaware.
7. Bylaws. The Bylaws of the Surviving Corporation shall be the Bylaws
of Chatsworth as in effect on the date of this Agreement.
8. Name of Surviving Corporation. The Surviving Corporation will change
its name to "AMERICOM USA, INC." or such name as it may choose and shall be
available.
9. Conversion. The mode of carrying the merger into effect and the
manner and basis of converting the shares of AmeriCom into shares of the
Surviving Corporation are as follows:
9.1. The aggregate number of shares of AmeriCom Common Stock
issued and outstanding on the Merger Date shall, by virtue of the merger and
without any action on the part of the holders thereof, be converted into an
aggregate of 29,650,000 shares of Chatsworth Common Stock adjusted by any
increase for fractional shares and reduced by any Dissenting Shares (defined
below).
9.2. Subject to such adjustments, there shall be 30,000,000 shares
of Chatsworth Common Stock issued and outstanding upon completion of the Merger
held as follows: 29,650,000 common shares held by the shareholders of AmeriCom
and 350,000 common shares held by the existing shareholders of Chatsworth.
9.3. The Chatsworth Common Stock shall be issued to the holders of
such AmeriCom Common Stock in exchange for their shares on a pro rata basis in
accordance with each holder's relative ownership of the AmeriCom Common Stock
that is being exchanged.
9.4. All outstanding warrants of AmeriCom and any other
outstanding rights to purchase stock of AmeriCom shall be adjusted, pursuant to
the terms contained in such warrants or other rights documents, for conversion
to warrants or rights to purchase stock of Chatsworth on the same ratio as
provided herein for holders of AmeriCom Common Stock.
9.5. Fractional shares of Chatsworth Common Stock shall not be
issued, but in lieu thereof Chatsworth shall round up fractional shares to the
next highest whole number.
9.6. The shares of Chatsworth Common Stock to be issued in
exchange for AmeriCom Common Stock hereunder shall be proportionately reduced by
any shares owned by AmeriCom shareholders who shall have timely objected to the
merger (the "Dissenting Shares") in accordance with the provisions of the
General Corporation I.aw of Delaware, which objections will be dealt with as
provided in those sections.
9.7. Each share of AmeriCom Common Stock that is issued and
outstanding and owned by AmeriCom on the Merger Date shall, by virtue of the
merger and without any action on the part of AmeriCom, be retired and cancelled.
9.8. Each certificate evidencing ownership of shares of Chatsworth
Common Stock issued and outstanding on the Merger Date or held by Chatsworth in
its treasury shall continue to evidence ownership of the same number of shares
of Chatsworth Common Stock.
10. Exchange of Certificates. As promptly as practicable after the
Merger Date, each holder of an outstanding certificate or certificates
theretofore representing shares of AmeriCom Common Stock (other than
certificates representing Dissenting Shares) shall surrender such certificate(s)
for cancellation to the party designated by the Surviving Corporation to handle
such exchange (the "Exchange Agent"), and shall receive in exchange a
certificate or certificates representing the number of full shares of Chatsworth
Common Stock into which the
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shares of AmeriCom Common Stock represented by the certificate or certificates
so surrendered shall have been converted.
11. Unexchanged Certificates. Until surrendered, each outstanding
certificate that prior to the Merger Date represented AmeriCom Common Stock
(other than certificates representing Dissenting Shares) shall be deemed for all
purposes, other than the payment of dividends or other distributions, to
evidence ownership of the number of shares of Chatsworth Common Stock into which
it was converted. No dividend or other distribution payable to holders of
Chatsworth Common Stock as of any date subsequent to the Merger Date shall be
paid to the holders of outstanding certificates of AmeriCom Common Stock;
provided, however, that upon surrender and exchange of such outstanding
certificates (other than certificates representing Dissenting Shares), there
shall be paid to the record holders of the certificates issued in exchange
therefor the amount, without interest thereon, of dividends and other
distributions that would have been payable subsequent to the Merger Date with
respect to the shares of Chatsworth Common Stock represented thereby.
12. Board of Directors and Officers. The members of the board of
directors of the Surviving Corporation shall be the members of the board of
directors of AmeriCom on the Merger Date or such others as AmeriCom may
designate. The officers of the Surviving Corporation shall be the officers of
AmeriCom on the Merger Date or such others as AmeriCom may designate.
13. Effect of the Merger. On the Merger Date, the separate existence of
AmeriCom shall cease (except insofar as continued by statute), and it shall be
merged with and into the Surviving Corporation. All the property, real,
personal, and mixed, of each of the Constituent Corporations, and all debts due
to either of them, shall be transferred to and vested in the Surviving
Corporation, without further act or deed. The Surviving Corporation shall
thenceforth be responsible and liable for all the liabilities and obligations,
including liabilities to holders of Dissenting Shares, of each of the
Constituent Corporations, and any claim or judgment against either of the
Constituent Corporations may be enforced against the Surviving Corporation.
14. Approval of Shareholders. This Agreement shall be adopted by the
shareholders of the Constituent Corporations at meetings of such shareholders
called for that purpose or by written consent pursuant to the laws applicable
thereto. There shall be required for the adoption of this Agreement the
affirmative vote of the holders of at least a majority of the holders of all the
shares of the Common Stock issued and outstanding and entitled to vote for each
of the Constituent Corporations.
15. Representations and Warranties of AmeriCom. AmeriCom represents and
warrants that:
15.1. Corporate Organization and Good Standing. AmeriCom is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware, and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.
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15.2. Capitalization. AmeriCom's authorized capital stock consists
of shares of Common Stock, $.___ par value, of which _________ shares are issued
and outstanding, and no preferred stock.
15.3. Issued Stock. All the outstanding shares of its Common Stock
are duly authorized and validly issued, fully paid and nonassessable.
15.4. Corporate Authority. AmeriCom has all requisite corporate
power and authority to own, operate and lease its properties, to carry on its
business as it is now being conducted and to execute, deliver, perform and
conclude the transactions contemplated by this Agreement and all other
agreements and instruments related to this Agreement.
15.5. Authorization. Execution of this Agreement has been duly
authorized and approved by AmeriCom's board of directors.
15.6. Subsidiaries. AmeriCom has no subsidiaries.
15.7. Financial Statements. AmeriCom's unaudited balance sheets
and the related statements of income and retained earnings dated December 31,
1997, copies of which will have been delivered by AmeriCom to Chatsworth prior
to the Merger Date (the "AmeriCom Financial Statements"), fairly present the
financial condition of AmeriCom as of the date therein and the results of its
operations for the periods then ended in conformity with generally accepted
accounting principles consistently applied.
15.8. Absence of Undisclosed Liabilities. Except to the extent
reflected or reserved against in the AmeriCom Financial Statements, AmeriCom did
not have at that date any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily reflected in a corporate
balance sheet prepared in accordance with generally accepted accounting
principles.
15.9. No Material Changes. There has been no material adverse
change in the business, properties, or financial condition of AmeriCom since the
date of the AmeriCom Financial Statements.
15.10. Litigation. There is not, to the knowledge of AmeriCom, any
pending, threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated against
AmeriCom or against any of its officers.
15.11. Contracts. AmeriCom is not a party to any material contract
not in the ordinary course of business that is to be performed in whole or in
part at or after the date of this Agreement.
15.12. Title. AmeriCom has good and marketable title to all the
real property and good and valid title to all other property included in the
AmeriCom Financial Statements. Except as set out in the balance sheet thereof,
the properties of AmeriCom are not subject to any mortgage, encumbrance, or lien
of any kind except minor encumbrances that do not materially interfere with the
use of the property in the conduct of the business of AmeriCom.
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15.13. Tax Returns. All federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all interest,
penalties and additions imposed with respect to such amounts, have been properly
prepared and filed by AmeriCom for all years to and including the taxable year
ending December 31, 1997. The provisions for federal and state taxes reflected
in the AmeriCom Financial Statements are adequate to cover any such taxes that
may be assessed against AmeriCom in respect of its business and its operations
during the periods covered by the AmeriCom Financial Statements and all prior
periods.
15.14. No Violation. Consummation of the merger will not
constitute or result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of AmeriCom is subject or by which
AmeriCom is bound.
16. Representations and Warranties of Chatsworth. Chatsworth represents
and warrants that:
16.1. Corporate Organization and Good Standing. Chatsworth is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware, and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.
16.2. Reporting Company. Chatsworth has filed with the Securities
and Exchange Commission a registration statement on Form F-10 which was declared
effective pursuant to the Securities Exchange Act of 1934 and is a reporting
company pursuant toss. 12 thereunder.
16.3. Reporting Company Status. Chatsworth has timely filed and is
current on all reports required to be filed by it pursuant toss. 12(g) of the
Securities Exchange Act of 1934.
16.4. Capitalization. Chatsworth's authorized capital stock
consists of 100,000,000 shares of Common Stock, $.0001 par value, of which
5,000,000 shares are issued and outstanding, and 20,000,000 shares of
non-designated preferred stock of which no shares are outstanding.
16.5. Stock Rights. There are no stock grants, options, rights,
warrants or other rights to purchase or obtain the Chatsworth Common or
Preferred Stock issued or committed to be issued.
16.6. Issued Stock. All the outstanding shares of its Common Stock
were duly authorized and validly issued, fully paid and non-assessable.
16.7. Corporate Authority. Chatsworth has all requisite corporate
power and authority to own, operate and lease its properties, to carry on its
business as it is now being conducted and to execute, deliver, perform and
conclude the transactions contemplated by this Agreement and all other
agreements and instruments related to this Agreement.
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16.8. Authorization. Execution of this Agreement has been duly
authorized and approved by Chatsworth's board of directors.
16.9. Subsidiaries. Chatsworth has no subsidiaries.
16.10. Financial Statements. Chatsworth's audited balance sheets
and the related statements of income and retained earnings, dated as of December
16, 1997, copies of which will have been delivered by Chatsworth to AmeriCom by
the Merger Date (the "Chatsworth Financial Statements"), fairly present the
financial condition of Chatsworth as of the date therein and the results of its
operations for the periods then ended in conformity with generally accepted
accounting principles consistently applied.
16.11. Absence of Undisclosed Liabilities. Except to the extent
reflected or reserved against in the Chatsworth Financial Statements, Chatsworth
did not have at that date any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily reflected in a corporate
balance sheet prepared in accordance with generally accepted accounting
principles.
16.12. No Material Changes. There has been no material adverse
change in the business, properties, or financial condition of Chatsworth since
the date of the Chatsworth Financial Statements.
16.13. Litigation. There is not, to the knowledge of Chatsworth,
any pending, threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated against
Chatsworth or against any of its officers.
16.14. Contracts. Chatsworth is not a party to any material
contract not in the ordinary course of business that is to be performed in whole
or in part at or after the date of this Agreement.
16.15. Title. Chatsworth has good and marketable title to all the
real property and good and valid title to all other property included in the
Chatsworth Financial Statements. Except as set out in the balance sheet thereof,
the properties of Chatsworth are not subject to any mortgage, encumbrance, or
lien of any kind except minor encumbrances that do not materially interfere with
the use of the property in the conduct of the business of Chatsworth.
16.16. Tag Returns. All federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all interest,
penalties and additions imposed with respect to such amounts, have been properly
prepared and filed by Chatsworth for all years to and including the taxable year
ending December 31, 1997. Any and all federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all interest,
penalties and additions imposed with respect to such amounts for the year ending
December 31, 1998, have been paid or if any is outstanding as at the date hereof
provision has been made prorated to the date hereof to be an adjustment to the
credit of AmeriCom payable to AmeriCom on the merger hereof. The provisions for
federal and state taxes reflected in the Chatsworth Financial Statements are
adequate to cover any such taxes that may be assessed against
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Chatsworth in respect of its business and its operations during the periods
covered by the Chatsworth Financial Statements and all prior periods.
16.17. No Violation. Consummation of the merger will not
constitute or result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of Chatsworth is subject or by which
Chatsworth is bound.
17. Conduct of AmeriCom Pending the Merger Date
AmeriCom covenants that between the date of this Agreement and the
Merger Date:
17.1. No change will be made in AmeriCom's articles of
incorporation or bylaws.
17.2. AmeriCom will not make any change in its authorized or
issued capital stock, declare or pay any dividend or other distribution or
issue, encumber, purchase, or otherwise acquire any of its capital stock other
than as provided herein.
17.3. AmeriCom will submit this Agreement for its shareholders'
approval with a favorable recommendation by its board of directors and will use
its best efforts to obtain the requisite shareholder approval.
17.4. AmeriCom will use its best efforts to maintain and preserve
its business organization, employee relationships, and goodwill intact, and will
not enter into any material commitment except in the ordinary course of
business.
18. Conduct of Chatsworth Pending the Merger Date
Chatsworth covenants that between the date of this Agreement and the
Merger Date:
18.1. No change will be made in Chatsworth's certificate of
incorporation or bylaws.
18.2. Chatsworth will not make any change in its authorized or
issued capital stock, declare or pay any dividend or other distribution or
issue, encumber, purchase, or otherwise acquire any of its capital stock
otherwise than as provided herein.
18.3. Chatsworth will submit this Agreement for its shareholders'
approval with a favorable recommendation by its board of directors and will use
its best efforts to obtain the requisite shareholder approval.
18.4. Chatsworth will use its best efforts to maintain and
preserve its business organization, employee relationships, and goodwill intact,
and will not enter into any material commitment except in the ordinary course of
business.
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19. Conditions Precedent to Obligation of AmeriCom. AmeriCom's
obligation to consummate this merger shall be subject to fulfillment on or
before the Merger Date of each of the following conditions, unless waived in
writing by AmeriCom:
19.1. Chatsworth's Representations and Warranties. The
representations and warranties of Chatsworth set forth herein shall be true and
correct at the Merger Date as though made at and as of that date, except as
affected by transactions contemplated hereby.
19.2. Chatsworth's Covenants. Chatsworth shall have performed all
covenants required by this Agreement to be performed by it on or before the
Merger Date.
19.3. Shareholder Approval. This Agreement shall have been
approved by the required number of shareholders of the Constituent Corporations.
19.4. Supporting Documents of Chatsworth. Chatsworth shall have
delivered to AmeriCom supporting documents in form and substance satisfactory to
AmeriCom, to the effect that:
(i) Chatsworth is a corporation duly organized, validly existing,
and in good standing.
(ii) Chatsworth's authorized and issued capital stock is as set
forth herein.
(iii) The execution and consummation of this Agreement have been
duly authorized and approved by Chatsworth's board of directors.
20. Conditions Precedent to Obligation of Chatsworth. Chatsworth's
obligation to consummate this merger shall be subject to fulfillment on or
before the Merger Date of each of the following conditions, unless waived in
writing by Chatsworth:
20.1. AmeriCom's Representations and Warranties. The
representations and warranties of AmeriCom set forth herein shall be true and
correct at the Merger Date as though made at and as of that date, except as
affected by transactions contemplated hereby.
20.2. AmeriCom's Covenants. AmeriCom shall have performed all
covenants required by this Agreement to be performed by it on or before the
Merger Date.
20.3. Shareholder Approval. This Agreement shall have been
approved by the required number of shareholders of the Constituent Corporations.
20.4. Supporting Documents of AmeriCom. AmeriCom shall have
delivered to Chatsworth supporting documents in form and substance satisfactory
to Chatsworth to the effect that:
(i) AmeriCom is a corporation duly organized, validly existing,
and in good standing.
(ii) AmeriCom's authorized and issued capital stock is as set
forth herein.
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(iii) The execution and consummation of this Agreement have been
duly authorized and approved by AmeriCom's board of directors.
21. Access. From the date hereof to the Merger Date, Chatsworth and
AmeriCom shall provide each other with such information and permit each other's
officers and representatives such access to its properties and books and records
as the other may from time to time reasonably request. If the merger is not
consummated, all documents received in connection with this Agreement shall be
returned to the party furnishing such documents, and all information so received
shall be treated as confidential.
22. Closing
22.1. The transfers and deliveries to be made pursuant to this
Agreement (the "Closing") shall be made by and take place at the offices of the
Exchange Agent or other location designated by the Constituent Corporations
without requiring the meeting of the parties hereof. All proceedings to be taken
and all documents to be executed at the Closing shall be deemed to have been
taken, delivered and executed simultaneously, and no proceeding shall be deemed
taken nor documents deemed executed or delivered until all have been taken,
delivered and executed.
22.2. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission required by this Agreement or any
signature required thereon may be used in lieu of an original writing or
transmission or signature for any and all purposes for which the original could
be used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing or
transmission or original signature.
22.3. At the Closing, AmeriCom shall deliver to the Exchange Agent
in satisfactory form, if not already delivered to Chatsworth:
(i) A list of the holders of the shares of AmeriCom Common Stock
being exchanged with an itemization of the number of shares held by each, the
address of each holder, and the aggregate number of shares of Chatsworth Common
Stock to be issued to each holder;
(ii) Evidence of the consent of shareholders of AmeriCom to this
Agreement;
(iii) Certificate of the Secretary of State of Delaware as of a
recent date as to the good standing of AmeriCom;
(iv) Certified copies of the resolutions of the board of directors
of AmeriCom authorizing the execution of this Agreement and the consummation of
the Merger;
(v) The AmeriCom Financial Statements;
(vi) Secretary's certificate of incumbency of the officers and
directors of AmeriCom; and
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(vii) Any document as may be specified herein or required to
satisfy the conditions, representations and warranties enumerated elsewhere
herein.
22.4. At the Closing, Chatsworth shall deliver to the Exchange
Agent in satisfactory form, if not already delivered to AmeriCom:
(i) A list of the shareholders of record of Chatsworth, including,
wherever available, addresses and telephone numbers;
(ii) Evidence of the consent of shareholders of Chatsworth to this
Agreement;
(iii) Certificate of the Secretary of State of Delaware as of a
recent date as to the good standing of Chatsworth;
(iv) Certified copies of the resolutions of the board of directors
of Chatsworth authorizing the execution of this Agreement and the consummation
of the merger;
(v) The Chatsworth Financial Statements;
(vi) Secretary's certificate of incumbency of the officers and
directors of Chatsworth; and
(vii) Any document as may be specified herein or required to
satisfy the conditions, representations and warranties enumerated elsewhere
herein.
23. Survival of Representations and Warranties. The representations and
warranties of the Constituent Corporations set out herein shall survive the
Merger Date.
24. Arbitration
24.1. Scope. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief) whether
existing now, in the past or in the future as to which the parties or any
affiliates may be adverse parties, and whether arising out of this agreement or
from any other cause, will be resolved by arbitration before the American
Arbitration Association.
24.2. Situs. The parties hereby irrevocably consent to the
jurisdiction of the American Arbitration Association and the situs of the
arbitration within the State of Delaware at a time and place chosen by American
Arbitration Association. Any award in arbitration may be entered in any domestic
or foreign court having jurisdiction over the enforcement of such awards.
24.3. Applicable Law. The law applicable to the arbitration and
this agreement shall be that of the State of Delaware, determined without regard
to its provisions which would otherwise apply to a question of conflict of laws.
Any dispute as to the applicable law shall be decided by the arbitrator.
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24.4. Disclosure and Discovery. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and discovery in
regard to any matters which are the subject of the arbitration and to compel
compliance with such disclosure and discovery order. The arbitrator may order
the parties to comply with all or any of the disclosure and discovery provisions
of the Federal Rules of Civil Procedure, as they then exist, as may be modified
by the arbitrator consistent with the desire to simplify the conduct and
minimize the expense of the arbitration.
24.5. Rule of Law. Regardless of any practices of arbitration to
the contrary, the arbitrator will apply the rules of contract and other law of
the jurisdiction whose law applies to the arbitration so that the decision of
the arbitrator will be, as much as possible, the same as if the dispute had been
determined by a court of competent jurisdiction.
24.6. Finality and Fees. Any award or decision by the American
Arbitration Association shall be final, binding and non-appealable except as to
errors of law. Each party to the arbitration shall pay its own costs and counsel
fees.
24.7. Measure of Damages. In any adverse action, the parties shall
restrict themselves to claims for compensatory damages and no claims shall be
made by any party or affiliate for lost profits, punitive or multiple damages.
24.8. Covenant Not to Sue. The parties covenant that under no
conditions will any party or any affiliate file any action against the other
(except only requests for injunctive or other equitable relief) in any forum
other than before the American Arbitration Association, and the parties agree
that any such action, if filed, shall be dismissed upon application and shall be
referred for arbitration hereunder with costs and attorney's fees to the
prevailing party.
24.9. Intention. It is the intention of the parties and their
affiliates that all disputes of any nature between them, whenever arising, from
whatever cause, based on whatever law, rule or regulation, whether statutory or
common law, and however characterized, be decided by arbitration as provided
herein and that no party or affiliate be required to litigate in any other forum
any disputes or other matters except for requests for injunctive or equitable
relief. This agreement shall be interpreted in conformance with this stated
intent of the parties and their affiliates.
25. General Provisions
25.1. Further Assurances. From time to time, each party will
execute such additional instruments and take such actions as may be reasonably
required to carry out the intent and purposes of this Agreement.
25.2. Waiver. Any failure on the part of either party hereto to
comply with any of its obligations, agreements, or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
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25.3. Brokers. Each party agrees to indemnify and hold harmless
the other party against any fee, loss, or expense arising out of claims by
brokers or finders employed or alleged to have been employed by the indemnifying
party.
25.4. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class certified mail, return receipt requested,
or recognized commercial courier service, as follows:
If to Chatsworth, to:
Chatsworth Acquisition Corporation
1504 R Street, N. W.
Washington, D.C. 20009
If to AmeriCom, to:
AmeriCom USA, Inc.
d/b/a TeleSpace
124 South Halcyon Road
Arroyo Grande, California 93420
26. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware.
27. Assignment. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.
28. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Signatures sent by
facsimile transmission shall be deemed to be evidence of the original execution
thereof.
29. Effective Date. This effective date of this Agreement shall be
November 23, 1998.
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Signature Page to Agreement and Plan of Merger
between Chatsworth Acquisition Corporation and
AmeriCom USA, Inc.
IN WITNESS WHEREOF, the parties have executed this Agreement.
CHATSWORTH ACQUISITION CORPORATION
By:/s/ James Cassidy
---------------------------------
President
AMERICOM USA, INC.
By:/s/ Robert M. Cezar
---------------------------------
CEO
