Plan and Agreement of Reorganization
By Exchange By TRAVELER'S INFOCENTER, INC.
A Delaware Corporation
Of its voting stock for Stock in and of
GREEN DOLPHIN SYSTEMS CORPORATION,
a Nevada Corporation
Traveler's Infocenter, Inc., a Delaware corporation whose name will be
changed to Green Dolphin Systems Corporation pursuant hereto (hereinafter
"Green Dolphin Public") and Green Dolphin Systems Corp., a Nevada
corporation, (hereinafter sometimes called "Green Dolphin Private") and
Nicholas Plessas, Thomas Rowen, Robert J. McDonald, William P. Kefalas, Dr.
Adolf R. Hochstim, Maxwell LaBrooy, Antonia Tsoumaris, John Tsoumaris, Silver
Bear Consulting Ltd., Joseph Maire, Barbara Gross, Shafik Damani, Zika
Milanovich, James Kouvarakos, 862036 Ontario, Ltd., 978905 Ontario, Ltd.,
Shipwright Assets Ltd., Jerry Spanos and James N. Barber, they being the
registered owners of 100% of the outstanding shares of Green Dolphin Private
(hereafter "Stockholders") hereby agree as follows:
Article I
Plan Adopted
Section 1.01: Plan of Reorganization.
A plan of reorganization of Green Dolphin Public and Green Dolphin
Private is hereby adopted as follows:
a. Stockholders will sell and convey to Green Dolphin Public all of
their right, title, and interest in and to One hundred percent (100%) of the
issued and outstanding shares of Green Dolphin Private, pursuant to the terms
and conditions hereinafter set forth.
b. In exchange for the shares transferred by Stockholders pursuant to
this agreement, Green Dolphin Public will cause to be issued and delivered
to Stockholders, pro rata to their respective interests in Green Dolphin
Private, Eleven Million (11,000,000) common shares of Green Dolphin Public,
of
One Mil ($0.001) par value which will, on the date they are issued,
constitute approximately ninety-five and fifty-four one-hundredths percent of
the 11,513,060 common shares of Green Dolphin Public which will then be
outstanding. The said common stock of Green Dolphin Public shall, when
issued, be validly authorized and issued, fully paid and non-assessable.
c. It is agreed between the party that Green Dolphin Public will take such
actions as may be required to amend its Articles of Incorporation to effect a
one (1) share for ten (10) share reverse split of the 5,130,600 outstanding
common shares thereof which are presently outstanding to 513,060 such shares
without changing the par value thereof. It is specifically agreed that the
11,000,000 shares to be issued to stockholders of Green Dolphin Private under
Section 101(b) hereof will be post split common shares of the corporation and
that the percentages of ownership set forth in Section 101(b) are computed
giving effect to this reverse split of shares. Failure of Green Dolphin
Public to effect the aforesaid reverse split of shares shall constitute a
material breach of this agreement.
d. Green Dolphin Private hereby grants to Green Dolphin Public, which has
heretofore been known as Traveler's Infocenter, Inc., the right to full use
and enjoyment of the name Green Dolphin Systems Corporation, both in the
States of Delaware and Nevada and elsewhere, and specifically agrees that
notwithstanding the proprietary interest of Green Dolphin Private in that
name as vested by the laws of Nevada, Articles of Amendment to the Articles
of
Incorporation of Traveler's Infocenter, Inc. may be filed with the Secretary
of State of Delaware changing the name of that corporation to Green Dolphin
Systems Corporation so that Green Dolphin Private may be held as a
wholly-owned subsidiary of Traveler's Infocenter, Inc., which will also be
known as Green Dolphin Systems Corporation.. For purposes of this agreement,
Traveler's Infocenter, Inc. shall be designated "Green Dolphin Public."
Closing Date
Section 1.02:
Subject to the conditions set forth herein, the plan of reorganization shall
be closed and consummated by the officers of Green Dolphin Public and Green
Dolphin Private on or before February 15, 2000 subject only to approval by
the stockholders of Green Dolphin Public (which shall occur on or before March
1, 2000) and execution and delivery of this Agreement by each of the
Stockholders, at the offices of Green Dolphin Public in Toronto, Ontario,
Canada. The date of such consummation is the "Closing Date" or "Closing" as
referred to herein.
Article II
Covenants, Representations, and Warranties of Green Dolphin Public
Legal Status
Section 2.01:
Green Dolphin Public is a corporation duly organized, validly existing
and in good standing under the laws of Nevada with lawful power to conduct
all businesses in which it is engaged in all jurisdictions in which it is
found.
Section 2.02:
Green Dolphin Public has an authorized capitalization of One Hundred
Million (100,000,000) common shares of One Mil ($0.001) par value. There are
presently Five Million One-Hundred Thirty Thousand Six Hundred (5,130,600)
shares thereof outstanding in the hands of sixty-two registered owners.
Green Green Dolphin Public warrants that there will immediately after the
closing of this agreement, be not more than Sixteen Million, One Hundred
Thirty Thousand, Six Hundred (16,130,600) of its common shares outstanding.
There are no contract options, warrants, compensation plans or other documents
requiring the issuance of further shares of Green Dolphin Public. There are
no
securities convertible into common stock of Green Dolphin Public.
Financial Condition
Section 2.03:
The consolidated pro forma financial statement of Green Dolphin Public
which is attached hereto as Exhibit 1, fully and accurately includes and
accurate statement of the financial condition of Green Dolphin Public
at the date indicated.
Performance Not Violative of Any Instrument
Section 2.04:
The performance of Green Dolphin Public of its obligations under this
agreement will not result in any breach of the terms of the conditions of, or
constitute a default under, any agreement or instrument to which Green
Dolphin Public is a party, or by the terms of which Green Dolphin
Public is bound.
Material Contracts
Section 2.05:
Green Dolphin Public is not, and at the closing date will not be a party
to, or bound by any material, oral, or written contract for the employment of
any officer or employee or commitment for any special bonus, compensation or
severance pay; or any pension, profit-sharing, retirement, or stock purchase
plan with its employees or others; or any contract with any labor union.
Litigation
Section 2.06:
There are not now, and at the closing there will not be any material claims,
actions, proceedings, or investigations pending or threatened against Green
Green Dolphin Public in any court or regulatory agency, nor any orders,
writs, or injunctions issued out of any such court or agency affecting Green
Dolphin Public.
Taxes
Section 2.07:
Green Dolphin Public does not owe any state, federal, or local taxes
and has filed all tax returns required to be filled by it excepting those
related to accrued taxes for the current year, filings on which are not yet
due.
Securities to be Issued
Section 2.08:
The shares of Green Dolphin Public to be issued pursuant to this
agreement are of One Mil ($0.001) par value and will, upon approval by the
stockholders of Green Dolphin Public, have equal voting rights as all other
shares of Green Dolphin Public outstanding. Stockholders hereby
acknowledge that the Green Dolphin Public shares to be issued to them
hereunder will not, when issued, have been registered under either the
Securities Act of 1933 or under the Securities Act of any state; but are
being issued in reliance on the exemption from federal regulation provided by
Section 4(2) of the Securities Act of 1933 for transactions not involving any
public offering and from state registration by applicable private offering or
isolated transaction exemptions. In connection therewith, Stockholders
acknowledge, warrant, and represent as follows: a. They have received and
reviewed, as to Green Dolphin Public, the consolidated pro forma
financial statements attached hereto as Exhibit 1 which have been represented
to include an accurate presentation of the financial affairs of Green Dolphin
Public as of their date.
b. Stockholders are persons of sufficient business experience to evaluate
this transaction and are financially able to bear the risk of their investment
in Green Dolphin Public common shares, including the fact that Green Dolphin
Public is now, and has been an inactive publicly held "shell" corporation
which has divested itself of all its business assets and active business
operations, and which is not presently conducting any active business. c.
Stockholders are purchasing Green Dolphin Public's shares for their own
account, for purposes of investment and not with a view to distribution,
except as hereinafter noted.
d. Stockholders consent to the placement on each certificate representing
their shares of Green Dolphin Public of a standard form investment
legend stating that the shares are not registered under the Securities Act of
1993 and cannot be sold, hypothecated, or transferred without registration or
under an appropriate exemption from registration. Stockholders acknowledge
their familiarity with Securities and Exchange Commission Rule 144, that the
shares to be issued to them pursuant hereto are "restricted securities" as
defined by that Rule, and that the Green Dolphin Public shares which will be
issued to them hereunder will be subject to the resale limitations imposed by
that Rule. Stockholders further concede that Green Dolphin Public has not
represented, directly or indirectly, that the exemption from registration
provided by Section 4(1) of the Securities Act of 1933, or Rule 144, will
ever be available to exempt resale of their Green Dolphin Public shares. e.
Stockholders hereby consent to the placement of "stop-transfer" instructions
as to all shares issued to them hereunder and agree to procure consent to
such instructions from any persons to whom they may transfer any of the
shares
issued to them pursuant hereto..
Article III
Access to Business Records of Green Dolphin Public Pending the Closing
Section 3.01:
Green Dolphin Public will afford Green Dolphin Private, the Stockholders
or either of their accredited representatives, pending closing, full access
during normal business hours to all properties, books, accounts, contracts,
commitments, and records of every kind of Green Dolphin Public.
Section 3.02:
In addition, Green Dolphin Public will permit Green Dolphin Private to
make extracts or copies of all such documents and to supply such additional
information or material as may be reasonably necessary to fully inform Green
Dolphin Private and the Stockholders of the condition of Green Dolphin
Public. All such information shall be held in confidence.
Article IV
Covenants, Representations, and Warranties of Green Dolphin Private
Legal Status
Section 4.01:
Green Dolphin Private is a corporation duly organized existing, and in good
standing under the state of Delaware, with legal authority to enter into this
transaction.
Corporate Approval
Section 4.02:
Green Dolphin Private warrants that it has taken all corporate actions and
duly adopted all resolutions required by its charters and by-laws to permit
its officers to enter into this transaction as its authorized agents.
Material Contracts
Section 4.03:
Except as shall have been disclosed to Green Dolphin Public in writing prior
to the closing, Green Dolphin Private is not, and at the closing date will
not be a party to, or bound by any material, oral, or written contract for
the
employment of any officer or employee or commitment for any special bonus,
compensation or severance pay; or any pension, profit-sharing, retirement, or
stock purchase plan with its employees or others; or any contract with any
labor union.
Litigation
Section 4.05:
There are not now, and at the closing there will not be any material claims,
actions, proceedings, or investigations pending or threatened against Green
Dolphin Private in any court or regulatory agency which would bar or infringe
the conveyances contemplated hereby or the value of the Green Dolphin Shares
conveyed hereunder.
Taxes
Section 4.06:
Green Dolphin Private does not owe any state, federal, or local taxes, and
has filed all tax returns required to be filed by it.
Article V
Conduct of Business of Green Dolphin Private Pending the Closing
Section 5.01:
Green Dolphin Private shall be entitled to conduct its regular and ordinary
business pending the closing.
Miscellaneous
Section 6.01: Notices.
Any notice or other communications required hereby shall be deemed delivered
when deposited in the United States mails for transmittal by certified or
registered mail, postage prepaid, return receipt requested, addressed to the
respective corporate and individual parties hereto as set forth on Exhibit 2
hereto.
Section 6.02: Entire Agreement Counterparts.
This instrument and the exhibits and schedules hereto contain the entire
agreement of the parties. It may be executed in any number of counterparts,
each of which shall be deemed original, but such counterparts together
constitute only one and the same instrument.
Section 6.03: Controlling Law.
The validity, interpretation of terms and performance of this agreement shall
be governed by and constructed under the laws of Nevada.
WHEREFORE, we have set our hands hereto this Plan and Agreement of
Exchange on this 22nd day of February, 2000.
TRAVELER'S INFOCENTER, INC.
(Green Dolphin Public)
By: /s/ Nicholas Plessas
Nicholas Plessas, President
Attest:
/s/ Thomas J. Rowen
Secretary
GREEN DOLPHIN SYSTEMS CORP.
(Green Dolphin Private)
By: /s/ Nicholas Plessas
Nicholas Plessas, President
Attest:
/s/ Thomas J. Rowen
Secretary
STOCKHOLDERS NUMBER OF SHARES
/s/ Nicholas Plessas 5,700,000
Nicholas Plessas
/s/ Thomas Rowen 2,000,000
Thomas Rowen
/s/ 862036 Ontario Ltd. 1,000,000
862036 Ontario Ltd.
/s/ 978905 Ontario Ltd. 1,000,000
978905 Ontario Ltd.
/s/ Robert J. McDonald 150,000
Robert J. McDonald
/s/ William P. Kefalas 150,000
William P. Kefalas
/s/ Dr. Adolf R. Hochstim 100,000
Dr. Adolf R. Hochstim
/s/ Maxwell LaBrooy 300,000
Maxwell LaBrooy
/s/ Andina Tsoumaris
/s/ John Tsoumaris 100,000
John Tsoumaris
/s/ Silver Bear Consulting Ltd. 75,000
Silver Bear Consulting Ltd.
/s/ Joseph Maire 25,000
Joseph Maire
/s/ Barbara Gross 20,000
Barbara Gross
/s/ Jerry Spanos 50,000
Jerry Spanos
/s/ Shafik Damani 25,000
Shafik Damani
/s/ Zika Milanovich 25,000
Zika Milanovich
/s/ James Kouvarakos 50,000
James Kouvarakos
/s/ James N. Barber 30,000
James N. Barber
/s/ Shipwright Assets Ltd. 100,000
Shipwright Assets Ltd.
