EX-2
from 8-K
4 pages
Acquisition of Stock. the Company and Standard Will Negotiate in Good Faith a Definitive Agreement (The “Agreement”) Pursuant to Which, at the Closing of the Transactions Contemplated Therein (The “Closing”), the Company Shall Acquire All of the Issued and Outstanding Capital Stock of Standard and in Exchange the Company Shall Issue to the Shareholders of Standard One Share for Each Outstanding Share of Standard (An Aggregate of Approximately 41,698,000) Shares, Exact Number of Shares to Be Negotiated, of Its Common Stock (“Common Stock”). Further, the Company Shall Issue Approximately 11,500,000 Warrants Convertible at $1.75 Per Warrant Into Common Stock, With the Exact Number to Be Negotiated. This Transaction Is Intended to Qualify as a Tax-Free Reorganization, Under Section 368 and/or Related and Other Appropriate Sections of the Internal Revenue Code, Such That the Shares of the Company Received by the Shareholders of Standard Will Be Received on a Tax-Free Basis. the Shares to Be Issued by the Company Will Be “Restricted Securities” as Defined in Rule 144 Under the Securities Act of 1933 (“Rule 144”), and an Appropriate Legend Will Be Placed on the Certificates Representing Such Shares
12/34/56
