EXHIBIT 2.3
SHAREHOLDER'S LETTER OF TRANSMITTAL
AND
CUSTODY AGREEMENT
The Guitron Corporation
38 Place du Commerce, Suite 230
Nuns' Island, Montreal, Quebec
Canada H3E 1T8
Attention: Richard Duffy, President
Dear Mr. Duffy:
The undersigned hereby delivers to you a certificate or certificates (the
"Certificate(s)) representing _______________ shares (the "Canadian Company
Shares") of issued and outstanding stock of The Guitron Corporation (the
"Canadian Company"), duly endorsed for transfer. You are to hold the
Certificate(s) as Custodian for the account of the undersigned and dispose of
them in accordance with this Letter of Transmittal.
Concurrently with the execution and delivery of this Letter of
Transmittal, the undersigned has executed a Power of Attorney (the "Power of
Attorney") to Richard Duffy, (the "Attorney") authorizing the Attorney to
exchange all of the Canadian Company Shares represented by the Certificate(s)
for shares (the "Delaware Company Shares") of the common stock of Guitron
International Inc., a Delaware Corporation (the "Delaware Company") and for that
purpose to enter into an Agreement and Plan of Reorganization among the Canadian
Company, the Delaware Company, and the shareholders of the Canadian Company (the
"Acquisition Agreement"), for certificates representing 3.25 Delaware Company
Shares for every one Canadian Company Share delivered to you herewith.
If the Acquisition Agreement shall not be entered into prior to December
31, 2000, or if it shall be terminated pursuant to the provisions thereof, you
are to return the Certificate(s) to the undersigned.
Under the terms of the power of Attorney, the authority thereby conferred
is subject to the interests of the Company, the other Shareholders, and prior to
December 31, 2000, is irrevocable and not subject to termination by the
undersigned or by operation of law, whether by death or incapacity or otherwise,
and the obligations of the undersigned under the Acquisition
105
Agreement are to be similarly not subject to termination. Accordingly, the
certificate(s) deposited herewith, and this Letter of Transmittal and your
authority hereunder, are subject to the interests of the Company, and the other
Shareholders, and this Letter of Transmittal and your authority hereunder shall
not be subject to termination by the undersigned or by operation of law, whether
by the death or incapacity of the undersigned (or either or any of them) or by
the occurrence of any other event or events. Notwithstanding any such death,
incapacity of other event or events, you are nevertheless authorized and
directed to deal with the Certificate(s) deposited hereunder in accordance with
the terms and conditions hereof and of the Acquisition Agreement as if such
death, incapacity or other event or events had not occurred regardless of
whether you shall have received notice of such death, incapacity or other event
or events.
Until the Canadian Company Shares deposited herewith are exchanged
pursuant to the terms of the Acquisition Agreement, the undersigned shall remain
the owner of such shares, and shall have the right to vote such shares and to
receive all dividends or distributions thereon.
You shall be entitled to act and rely upon any statement, request, notice,
or instruction respecting this Letter of Transmittal given to you by the
Attorney or his respective substitutes.
It is understood that you assume no responsibility or liability to any
person other than to deal with the Certificate(s) deposited herewith and the
certificates for the Delaware Company Shares proposed to be exchanged therefor.
This instrument constitutes a representation of the authority of the
undersigned to execute and deliver this Letter of Transmittal, the Power of
Attorney and the Acquisition Agreement and to exchange the shares represented by
the certificate(s) deposited herewith and that good title to such shares, free
and clear of all liens, encumbrances, equities and claims whatsoever, will be
transferred to the Delaware Company under the Acquisition Agreement.
Please acknowledge receipt of the enclosed certificate(s) and your
acceptance of the authority and powers hereby conferred on you, by signing and
returning the enclosed copy of this letter.
Very truly yours,
____________________________
106
Number of Shares of Stock
Represented by Certificate(s)
Deposited Herewith
Serial Number Number of Shares Represented by Each
of Certificates Certificate
- --------------- ------------------------------------
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
RECEIPT OF CUSTODIAN
Receipt of the above certificates and acceptance of the authority and
powers herein conveyed are hereby acknowledged on this __________ day of
_______________, 2000.
________________________
Richard Duffy
107