Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Specialized Services, Inc. | v206716_8k.htm |
| EX-10.4 - EX-10.4 - Specialized Services, Inc. | v206716_ex10-4.htm |
|
10.3
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FINAL
DEFINITIVE AGREEMENT
|
AGREEMENT
AND PLAN OF MERGER dated as of this 3rd day of
December, 2010, and effective as of December 10, 2010 (the "Agreement") among
Exergetic Energy, Inc. , a Michigan corporation ("Exergetic Energy"),
SPECIALIZED SERVICES, INC., a Michigan corporation ("SSI") and the individual
shareholders of SSI listed in Exhibit A hereof (collectively the
"Shareholders").
Whereas,
EXERGETIC ENERGY wishes to acquire and the Shareholders wish to transfer said
the shares listed in Exhibit A, in a transaction intended to qualify as a
reorganization within the meaning of Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended.
Now,
therefore, Exergetic Energy, SSI and the Shareholders adopt this agreement and
plan of merger and agree as follows:
1.
PURCHASE OF STOCK
The
Shareholders are the legal and beneficial owner of 360,600 shares (the
“Shareholders Shares”) representing (76%) in the capital stock of Specialized
Services Incorporated (the “Corporation”);
(1)
Exergetic Energy will make payments to SSI’s accountant to bring the
Corporation’s filing up to date. The purchase premium ($21,000) will
be paid to the Shareholders within ninety days of closing.
(2) The
purchase has been exercised by the Exergetic Energy, Inc. in whole as of the
time from the completion of SEC filings to make SSI current under SEC
regulations and the date hereof. A Promissory Note for the remaining balance has
been issued and incorporated in accordance with the terms in the Promissory Note
hereto attached.
(3)
Pre-Transfer Accounting and Corporate Organization. Prior to share
transfer, the business developed independently of the Joint Venture by SSI and
all non-energy business shall be transferred into an independent division
retained by Shareholders after the transfer. The Shareholders
has the right to structure and require that the Exergetic facilitate a public
offering of Shareholders operating division through a stock dividend
transaction.
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1.1.
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NUMBER
OF SHARES. EXERGETIC agrees to issue to SSI at the Closing (defined below)
the 360,600 shares of common stock of EXERGETIC ENERGY, $.0001 par value
per share (the "Shareholder Shares"), shown in Exhibit A
and EXERGETIC ENERGY will be issued an aggregate of 1,750,000
shares of voting common stock of SSI, $.0001 par value per share ("SSI
Shares"), which shall equal (79%) percent of the total number of SSI
Shares to be issued and outstanding following this Agreement and
transaction expenses for an aggregate Purchase Price of $185,250.
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Of the
1,750,000 shares 750,000 will be held with the Transfer Agent until payment of
the Promissory Note in the amount of $143,500 upon and subject to
the following terms and conditions:
1.2.
EXCHANGE OF CERTIFICATES. Each Shareholder owning shares of common stock SSI
shall surrender such certificate(s) for cancellation to EXERGETIC ENERGY, and
shall receive in aggregate the same number of newly issued shares of EXERGETIC
ENERGY the successor reporting company. The exchange of SSI Shares by the
Shareholders to EXERGETIC ENERGY shares shall be effected by the delivery to
EXERGETIC ENERGY at the Closing of certificates representing the SSI
Shares.
1.3.
FRACTIONAL SHARES. Intentionally left blank.
1.4.
FURTHER ASSURANCES. At the Closing and from time to time thereafter, the
Shareholders shall execute such additional instruments and take such other
action as EXERGETIC ENERGY may request in order more effectively to sell,
transfer, and assign the transferred stock to EXERGETIC ENERGY and to confirm
EXERGETIC ENERGY's title thereto.
2. RATIO
OF EXCHANGE.
Intentionally
left Blank.
3.
CLOSING.
3.1. TIME
AND PLACE. The Closing contemplated herein shall be held as soon as possible at
the offices of Exergetic Energy unless another place or time is agreed upon in
writing by the parties 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. The date of Closing may be
accelerated or extended by the written agreement of the parties.
3.2. FORM
OF DOCUMENTS. 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.
4.
Intentionally left blank.
5.
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The
Shareholders, individually and separately, represent and warrant as
follows:
5.1.
TITLE TO SHARES. The Shareholders, and each of them, are the owners, free and
clear of any liens and encumbrances, of the number of SSI Shares which are
listed in the attached schedule A and which they have contracted to
exchange.
5.2.
LITIGATION. There is no litigation or proceeding pending, or to any
Shareholder's knowledge threatened, against or relating to the SSI Shares held
by the Shareholders.
6.
REPRESENTATIONS AND WARRANTIES OF SSI.
SSI
represents and warrants that:
6.1.
CORPORATE ORGANIZATION AND GOOD STANDING. SSI is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Michigan
and is qualified to do business as a foreign corporation in each jurisdiction,
if any, in which its property or business requires such
qualification.
6.2.
REPORTING COMPANY STATUS. SSI has filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form 10-SB which became effective
on March 27, 2001 pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and is a reporting company pursuant to Section12(g)
thereunder.
6.3.
CAPITALIZATION. The authorized capital stock of SSI consists of 100,000,000
shares of Common Stock, $.0001 par value per share and 10,000,000 shares of
preferred stock ("SSI Shares"), of which 473,341 SSI Common Shares are issued
and outstanding and 360,600 are owned of record and beneficially by the
Shareholders listed on Exhibit A hereto.
6.5.
ISSUED STOCK. All the outstanding SSI Shares are duly authorized and validly
issued, fully paid and non-assessable.
6.6.
STOCK RIGHTS. Except as set out by schedule attached hereto, there are no stock
grants, options, rights, warrants or other rights to purchase or obtain SSI
Shares or any preferred stock issued or committed to be issued. The parties
agree that no options have been granted under any Stock Option Plan nor will any
be granted without the prior agreement of the parties hereto.
6.7.
CORPORATE AUTHORITY. SSI 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.
6.8.
AUTHORIZATION. Execution of this Agreement has been duly authorized and approved
by SSI’s board of directors.
6.9.
SUBSIDIARIES. SSI has no subsidiaries except the one to be newly formed per this
agreement.
6.10.
FINANCIAL STATEMENTS. The financial statements of SSI dated as of September 30,
2010, which are part of the Form 10-QSB quarterly report of SSI for its period
ended September 30, 2010, which report has been filed with the SEC on December
7, 2010 (the "SSI Financial Statements"), fairly present the financial condition
of SSI as of the date therein in conformity with generally accepted accounting
principles consistently applied.
6.11.
ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved
against in the SSI Financial Statements, SSI 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.
6.12. NO
MATERIAL CHANGES. Except as set out by attached schedule, there has been no
material adverse change in the business, properties, or financial condition of
SSI since the date of the SSI Financial Statements.
6.13.
LITIGATION. Except as set out by attached schedule, there is not, to the
knowledge of SSI, any pending, threatened, or existing litigation, bankruptcy,
criminal, civil, or regulatory proceeding or investigation, threatened or
contemplated against SSI..
6.14.
CONTRACTS. Except as set out by attached schedule, SSI 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.
6.15.
TITLE. Except as set out by attached schedule, SSI has good and marketable title
to all the real property and good and valid title to all other property included
in the SSI Financial Statements. Except as set out in the balance sheet thereof,
the properties of SSI 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 SSI.
6.16. NO
VIOLATION. The Closing 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 SSI is subject or by which SSI is bound.
7.
REPRESENTATIONS AND WARRANTIES OF EXERGETIC ENERGY.
Exergetic
Energy represents and warrants that:
7.1.
CORPORATE ORGANIZATION AND GOOD STANDING. Exergetic Energy is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Michigan and is qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business requires such
qualification.
7.2.
CAPITALIZATION. Exergetic Energy's authorized capital stock consists of
25,000,000 shares of Common Stock, $.0001 par value per share (“Exergetic Energy
Shares”), of which 10,000,000 Exergetic Energy Shares have been issued and are
outstanding.
7.3.
ISSUED STOCK. All the outstanding Exergetic Energy Shares are duly authorized
and validly issued, fully paid and non-assessable.
7.4.
STOCK RIGHTS. Except as set out by attached schedule, there is no stock grants,
options, rights, warrants or other rights to purchase or obtain Exergetic Energy
Shares nor are any Exergetic Energy Shares committed to be issued except under
this Agreement.
7.5.
CORPORATE AUTHORITY. Exergetic Energy 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.
7.6.
AUTHORIZATION. Execution of this Agreement has been duly authorized and approved
by Exergetic Energy's board of directors.
7.7.
SUBSIDIARIES. Exergetic Energy has no wholly owned active and/or inactive
subsidiaries, except as disclosed to Exergetic Energy and Shareholders in
writing.
7.8.
FINANCIAL STATEMENTS. Exergetic Energy's financial statements dated as of
September 30, 2010, copies of which will have been delivered by Exergetic Energy
to SSI prior to the Closing Date, shall be audited by independent public
accountants according the requirements of Regulation S-X promulgated by the SEC,
and shall fairly present the financial condition of Exergetic Energy 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
(the "Exergetic Energy Financial Statements").
7.9.
ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved
against in the Exergetic Energy Financial Statements, Exergetic Energy 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.
7.10. NO
MATERIAL CHANGES. Except as set out by attached schedule, there has been no
material adverse change in the business, properties, or financial condition of
Exergetic Energy since the date of the Exergetic Energy Financial
Statements.
7.11.
LITIGATION. Except as set out by attached schedule, there is not, to the
knowledge of Exergetic Energy, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or investigation,
threatened or contemplated against Exergetic Energy.
7.12.
CONTRACTS. Except as set out by attached schedule, Exergetic Energy 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, other
than as provided under this Agreement.
7.13.
TITLE. Except as set out by attached schedule, Exergetic Energy has good and
marketable title to all the real property and good and valid title to all other
property included in the Exergetic Energy Financial Statements. Except as set
out in the balance sheet thereof, the properties of Exergetic Energy 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 Exergetic Energy.
7.14. TAX
RETURNS. Except as set out by attached schedule, all required tax returns for
federal, state, county, municipal, local, foreign and other taxes and
assessments have been properly prepared and filed by Exergetic Energy for all
years for which such returns are due unless an extension for filing any such
return has been filed. 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 have been paid or
provided for. The provisions for federal and state taxes reflected in the
Exergetic Energy Financial Statements are adequate to cover any such taxes that
may be assessed against Exergetic Energy in respect of its business and its
operations during the periods covered by the Exergetic Energy Financial
Statements and all prior periods.
7.15. NO
VIOLATION. The Closing 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 Exergetic Energy is subject or by which Exergetic Energy is
bound.
8.
CONDUCT PENDING THE CLOSING
Exergetic
Energy, SSI and the Shareholders covenant that between the date of this
Agreement and the Closing as to each of them:
8.1. No
change will be made in the charter documents, by-laws, or other corporate
documents of SSI.
8.2. SSI
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.
8.3 SSI
shall have prepared and delivered to the Shareholders and Exergetic Energy the
SSI Financial Statements.
8.4. None
of the Shareholders listed in exhibit A will sell, transfer, assign,
hypothecate, lien, or otherwise dispose or encumber the SSI shares of common
stock owned by them.
9.
CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS
The
Shareholder's obligation to consummate this exchange shall be subject to
fulfillment on or before the Closing of each of the following conditions, unless
waived in writing by the Shareholders as appropriate:
9.1.
EXERGETIC ENERGY'S REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Exergetic Energy set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
9.2.
EXERGETIC ENERGY'S COVENANTS. Exergetic Energy shall have performed all
covenants required by this Agreement to be performed by it on or before the
Closing.
9.3.
BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by the Board
of Directors of Exergetic Energy.
9.4.
SUPPORTING DOCUMENTS OF EXERGETIC ENERGY. Exergetic Energy shall have delivered
to the Shareholders supporting documents in form and substance reasonably
satisfactory to the Shareholders, to the effect that:
(a) A
good standing certificate from the jurisdiction of Exergetic Energy's state of
organization stating that Exergetic Energy is a corporation duly organized,
validly existing, and in good standing;
(b)
Secretary's certificate stating that Exergetic Energy is authorized capital
stock is as set forth herein;
(c)
Certified copies of the resolutions of the board of directors of Exergetic
Energy authorizing the execution of this Agreement and the consummation
hereof;
(d)
Secretary's certificate of incumbency of the officers and directors of Exergetic
Energy;
(e)
Exergetic Energy's Financial Statements; and
(f) Any
document as may be specified herein or required to satisfy the conditions,
representations and warranties enumerated elsewhere herein.
10.
CONDITIONS PRECEDENT TO OBLIGATION OF SSI
SSI's
obligation to consummate this exchange shall be subject to fulfillment on or
before the Closing of each of the following conditions, unless waived in writing
by SSI:
10.1.
SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Shareholders set forth herein shall be true and correct at the Closing as
though made at and as of that date, except as affected by transactions
contemplated hereby.
10.2.
SHAREHOLDERS' COVENANTS. The Shareholders shall have performed all covenants
required by this Agreement to be performed by them on or before the
Closing.
10.3.
SSI'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of SSI
set forth herein shall be true and correct at the Closing as though made at and
as of that date, except as affected by transactions contemplated
hereby.
10.4.
SSI'S COVENANTS. SSI shall have performed all covenants required by this
Agreement to be performed by them on or before the Closing.
10.5.
BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by the Board
of Directors of SSI.
10.6.
SUPPORTING DOCUMENTS OF SSI. SSI shall have delivered to SSI supporting
documents in form and substance reasonably satisfactory to SSI, to the effect
that:
(a) A
certificate from the jurisdiction of SSI’s state of organization stating that
SSI is a corporation duly organized, validly existing;
(b)
Secretary's certificate stating that SSI is authorized capital stock is as set
forth herein;
(c)
Copies of the resolutions of the board of directors of SSI authorizing the
execution of this Agreement and the consummation hereof;
(d)
Secretary's certificate of incumbency of the officers and directors of
SSI;
(e) SSI's
Financial Statements; and
(f) Any
document as may be specified herein or required to satisfy the conditions,
representations and warranties enumerated elsewhere herein.
11.
POST-CLOSING CONDUCT AND COVENANTS.
For the
period of two years following the Closing:
(a)
Exergetic Energy shall take all reasonable efforts and action necessary for
Exergetic Energy to be current under the reporting requirements of the Exchange
Act and for Exergetic Energy Shares to remain subject to quotation on the OTC:BB
or other national exchanges;
(b)
Exergetic Energy will take no action to terminate its registration under Section
12 the Exchange Act;
(c)
Exergetic Energy shall utilize the services of a recognized stock transfer agent
and shall execute and deliver all necessary and proper documentation to effect
in an expeditious manner the transfer of the Exergetic Energy Shares subject to
the requirements of the Federal securities laws; and
(d) The
Exergetic Energy Shares issued to the Shareholders under this Agreement shall be
subject to "piggy-back" registration rights. Exergetic Energy undertakes to
include Shareholders Exergetic Energy Shares in any registration statement filed
by Exergetic Energy under the Act, if such registration statement shall include
any other persons Exergetic Energy Shares for registration and resale, as
selling shareholders. If the registration statement under the Act is solely for
the purpose of Exergetic Energy issuing and selling its securities to the public
("IPO"), then the Shareholders agree that this piggy-back registration right
shall be deferred until selling shareholders shall be included in a registration
statement under the Act.
12.
TERMINATION.
This
Agreement may be terminated by: (i) mutual consent in writing; (ii)
Shareholders, SSI or Exergetic Energy if there has been a material
misrepresentation or material breach of any warranty or covenant by any other
party, or (iii) by any of the Shareholders, SSI or Exergetic Energy if the SEC
does not "clear comments" with regard to the Form 8-K or amendment relating to
the business combination of SSI and Exergetic Energy as required under the
Services Agreement and therefore the Closing shall not have
occurred.
13.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The
representations and warranties of the Shareholders, SSI and Exergetic Energy set
out herein shall survive the Closing.
15.
ARBITRATION
15.1.
SCOPE. The parties hereby agree that any and all under the terms of this
Agreement will be resolved by arbitration before the American Arbitration
Association within the County of Wayne, Michigan.
15.2.
CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties hereby irrevocably
consent to the jurisdiction of the American Arbitration Association and the
sites of the arbitration (and any requests for injunctive or other equitable
relief) shall rest in Wayne County, Michigan. Any award in
arbitration may be entered in any domestic or foreign court having jurisdiction
over the enforcement of such awards.
15.3.
APPLICABLE LAW. The law applicable to the arbitration and this Agreement shall
be that of the State of Michigan, determined without regard to its provisions
which would otherwise apply to a question of conflict of laws.
15.4.
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.
15.5.
RULES 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.
15.6.
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 or the
failure of the arbitrator to adhere to the arbitration provisions contained in
this Agreement. Each party to the arbitration shall pay its own costs and
counsel fees except as specifically provided otherwise in this
Agreement.
15.7.
MEASURE OF DAMAGES. In any adverse action, the parties shall restrict themselves
to claims for compensatory damages and\or securities issued or to be issued and
no claims shall be made by any party or affiliate for lost profits, punitive or
multiple damages.
15.8.
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.
15.9.
INTENTION. It is the intention of the parties and their affiliates that all
disputes of any nature between them, whenever arising, under this Agreement
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, or rights
of affiliates of the Shareholders under a separate securities compliance
services agreement or a secured note and pledge agreement executed in connection
with the securities compliance services agreement.
15.10.
SURVIVAL. The provisions for arbitration contained herein shall survive the
termination of this Agreement for any reason.
16.
GENERAL PROVISIONS.
16.1.
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.
16.2.
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.
16.3.
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.
16.4.
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
Exergetic Energy, to:
Exergetic
Energy LLC.
440
Burroughs, Ste. 386
Detroit,
MI 48202
If to
SSI, to:
Specialized
Services Inc.
P.O. BOX
20842
Ferndale, Mi 48220
16.5.
GOVERNING LAW. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Michigan.
16.6.
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.
16.7.
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.
16.8.
REVIEW OF AGREEMENT. Each party acknowledges that it has had time to review this
Agreement and, as desired, consult with counsel. In the interpretation of this
Agreement, no adverse presumption shall be made against any party on the basis
that it has prepared, or participated in the preparation of, this
Agreement.
16.9.
SCHEDULES. All schedules attached hereto, if any, shall be acknowledged by each
party by signature or initials thereon and shall be dated.
16.10.
EFFECTIVE DATE. The effective date of this Agreement shall be December 10,
2010.
SIGNATURE
PAGE TO AGREEMENT AND PLAN OF MERGER AMONG EXERGETIC ENERGY, SSI AND THE
SHAREHOLDERS OF SSI IN WITNESS WHEREOF, the parties has executed this
Agreement.
|
EXERGETIC
ENERGY, Inc.
|
Specialized Services Inc | ||||
|
By:
|
/s/ Clarence
B. McCollum
|
By:
|
/s/ David Joseph
|
||
|
Clarence
B. McCollum, Chairman
|
David
Joseph,
Chairman
|
||||
SHAREHOLDERS
OF SSI:
Exhibit
A
|
SSI Shares to be
Surrendered
|
|
Exergetic Energy Shares to be
Issued
|
|
Name of Shareholder
|
|
Address of Shareholder
|
|
131,800
Shares
|
131,800
Shares
|
David
Joseph
|
514
NW Dover Ct., Port St. Lucie, Fl 34983
|
|||
|
43,400
Shares
|
43,400
Shares
|
|
Christopher
Aldridge
|
23600
Telegraph Rd. Ste 201, Southfield, MI 48033
|
||
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84,000
Shares
|
84,000
Shares
|
Charles
D. Davenport, Esq.
|
2841
Braircliff, Ann Arbor,
Mi 48105
|
|||
|
58,000
Shares
|
58,000
Shares
|
Michael
Jackson
|
900 E. Bunche St.,
Dothan, Al 36303
|
|||
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43,400
Shares
|
43,400
Shares
|
William,
Gregory, Smith & Assoc.
|
23600 Telegraph Rd.
Ste. 201, Southfield,
MI 48033
|
|
Exergetic
Energy, Inc.
|
Specialized
Services Inc
|
|||
|
By:
|
/s/ Clarence B. McCollum,
Chairman
|
By:
|
/s/ David Joseph,
Chairman
|
|
|
STOCKHOLDER
|
|||
|
By:
|
/s/
|
||
|
|
|||
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STOCKHOLDER
|
|||
|
By:
|
/s/
|
||
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|
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|
STOCKHOLDER
|
|||
|
By:
|
/s/
|
||
|
|
|||
|
STOCKHOLDER
|
|||
|
By:
|
/s/
|
||