| | (i) | On October 23, 2007 (the “Effective Date”), pursuant to the Agreement and Plan of Merger, by and among Homelife, Inc., a Nevada Corporation (the “Company”), AGDAS Financial Holdings, Inc., a Delaware Corporation, (“AGDAS”), and Andrew Cimerman, an individual, AGDAS will merge with the Company in a tax free reorgnanization, with AGDAS surviving the merger and becoming the Company’s wholly owned subsidiary. Each issued and outstanding common share of AGDAS shall be combined, changed and converted into one share of common stock of the Company. As part of this agreement, AGDAS will pay to the Company the sum of $250,000, which will be used to cover current liabilities. Also as part of the agreement, the Company will sell all of its assets to a company controlled by Mr. Cimerman in exchange for all but 409,690 shares of his common stock after the effectuation of a reverse stock split of 1 for 22. Mr. Cimerman has agreed that these shares shall be restricted for 24 months. Furthermore, as consideration for Mr. Cimerman retiring a certain portion of the debt owed to him by the Company, the Company shall issue an additional 490,310 shares of common stock after the 1 for 22 reverse split to Mr. Cimerman. Mr. Cimerman has agreed that upon closing, he will transfer 458,000 of these common shares to the shareholders of the Company and that these shares shall be restricted for 24 months from the date of closing. Furthermore, upon closing Mr. Cimerman’s 10,000 Class A preferred Homelife, Inc. shares will be canceled. Also, prior to the reverse split, the 50 AA preferred shares shall be converted into common stock. All 200,000 of the Company’s warrants at $1.75 shall be subject to the reverse split. |
