AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("the Agreement"), dated as
of the 27th day of February, 2003, by and between ResCon Technology
Corporation, a Nevada corporation ("Rescon") and Campuslive Incorporated, a
Delaware corporation ("Campus") and its shareholders ("Campus
Shareholders"), with reference to the following:
A. Rescon is a Nevada corporation originally incorporated in Wyoming
in 1968. Rescon has authorized capital stock of 1,000,000,000 shares,
$.0001 par value, of which 3,458,091 shares are currently issued and
outstanding. The common shares of Rescon are registered under section
12(g) of the Securities Exchange Act of 1934 and are traded on the OTCBB
under the symbol RCTC.
B. Campus is a privately held corporation organized under the laws
of the State of Delaware on May 1, 2001.
C. The respective Boards of Directors of Rescon and Campus have
deemed it advisable and in the best interests of the Parties that Campus be
acquired by Rescon, pursuant to the terms and conditions set forth in this
Agreement.
D. The Parties propose to enter into this Agreement which provides
among other things that at all of the outstanding shares of Campus be
acquired by Rescon in a share for share exchange with the Campus
Shareholders as more fully described in the Agreement.
E. The parties desire the transaction to qualify as a tax-free
reorganization under Section 368 (a)(1)(B) of the Internal Revenue Code of
1986, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
THE ACQUISITION
1.01 Rescon shall acquire a total of up to a total of 2,680,000
restricted common shares of Campus held by Campus Shareholders in exchange
for 2,680,000 restricted common shares of Rescon.
1.02 At the Closing, Campus shall deliver at least 2,144,400 of the
2,680,000 issued and outstanding common shares of Campus, which represents
80% of the outstanding shares of Campus, duly endorsed so as to make Rescon
the sole holder thereof, free and clear of all claims and encumbrances.
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1.03 At the Closing, Rescon shall deliver up to 2,680,500 restricted
common shares of Rescon, issued in the names and amounts as set forth in
Exhibit A of this Agreement for delivery to the Campus Shareholders.
1.04 Following the reorganization, there will be a total of up to
6,138,091 common shares of Rescon issued and outstanding.
1.05 It is the intent of the parties that the stock exchange
contemplated hereby be treated for federal income tax purposes as a tax-
free reorganization pursuant to Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended (the "IRC"). The parties shall report the
transactions under this Agreement consistent with such treatment, shall
keep such records and file such information with respect thereto as is
required by Treasury Regulation 1.368-3.
ARTICLE 2
THE CLOSING
2.01 The consummation of the transactions contemplated by this
Agreement (the "Closing") shall take place at 25 Fairchild Avenue, Suite
500-A, Plainview, New York 11803, Rescon's corporate offices, on or before
March 16, 2003, (the "Closing Date") or at such other place or date and
time as may be agreed to in writing by the parties hereto.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF
CAMPUSLIVE INCORPORATED
Campus hereby represents and warrants to Rescon as follows:
3.01 Campus shall deliver to Rescon, on or before Closing, each of
the following:
(a) Financial Statements. Audited financial statements of
Campus including, but not limited to, balance sheets and profit and
loss statements for the fiscal years ended December 31, 2002 and 2001,
prepared in accordance with United States generally accepted
accounting principles and which fairly present the financial condition
of Campus at the dates thereof. (Schedule A)
(b) Property. An accurate list and description of all property,
real or personal, owned by Campus of a value equal to or greater than
$1,000.00. (Schedule B.)
(c) Liens and Liabilities. A complete and accurate list of all
material liens, encumbrances, easements, security interests or similar
interests in or on any of the assets listed on Schedule B. (Schedule
C.) A complete and accurate list of all debts, liabilities and
obligations of Campus incurred or owing as of the date of this
Agreement. (Schedule C.1.)
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(d) Leases and Contracts. A complete and accurate list
describing all material terms of each lease (whether of real or
personal property) and each contract, promissory note, mortgage,
license, franchise, or other written agreement to which Campus is a
party which involves or can reasonably be expected to involve
aggregate future payments or receipts by Campus (whether by the terms
of such lease, contract, promissory note, license, franchise or other
written agreement or as a result of a guarantee of the payment of or
indemnity against the failure to pay same) of $1,000.00 or more
annually during the twelve-month period ended December 31, 2002, or
any consecutive twelve-month period thereafter, except any of said
instruments which terminate or are cancelable without penalty during
such twelve-month period. (Schedule D.)
(e) Loan Agreements. Complete and accurate copies of all loan
agreements and other documents with respect to obligations of Campus
for the repayment of borrowed money. (Schedule E.)
(f) Consents Required. A complete list of all agreements
wherein consent to the transaction herein contemplated is required to
avoid a default thereunder; or where notice of such transaction is
required at or subsequent to closing, or where consent to an
acquisition, consolidation, or sale of all or substantially all of the
assets is required to avoid a default thereunder. (Schedule F.)
(g) Articles and Bylaws. Complete and accurate copies of the
Certificate and Articles of Incorporation and Bylaws of Campus
together with all amendments thereto to the date hereof. (Schedule
G.)
(h) Shareholders. Rescon shall be provided information
regarding all persons or entities holding capital stock of Campus or
any rights to subscribe for, acquire, or receive shares of the capital
stock of Campus (whether warrants, calls, options, or conversion
rights), including details of all stock option plans whether qualified
or nonqualified, and other similar arrangements.
(i) Officers and Directors. A complete and current list of all
Officers and Directors of Campus. (Schedule I.)
(j) Salary Schedule. A complete and accurate list (in all
material respects) of the names and the current salary rate for each
present employee of Campus who received $1,000.00 or more in aggregate
compensation from Campus whether in salary, bonus or otherwise, during
the year 2002, or who is presently scheduled to receive from Campus a
salary in excess of $1,000.00 during the year ending December 31,
2003, including in each case the amount of compensation received or
scheduled to be received, and a schedule of the hourly rates of all
other employees listed according to departments. (Schedule J.)
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(k) Litigation. A complete and accurate list (in all material
respects) of all material civil, criminal, administrative,
arbitration or other such proceedings or investigations (including
without limitations unfair labor practice matters, labor organization
activities, environmental matters and civil rights violations) pending
or, to the knowledge of Campus threatened, which may materially and
adversely affect Campus. (Schedule K.)
(l) Tax Returns. Accurate copies of all Federal and State tax
returns for Campus through the period ended December 31, 2002.
(Schedule L.)
(m) Agency Reports. Copies of all material reports or filings
(and a list of the categories of reports or filings made on a regular
basis) made by Campus under ERISA, EEOC, FDA and all other
governmental agencies (federal, state or local) during the last fiscal
year. (Schedule M.)
(n) Banks. A true and complete list (in all material
respects), as of the date of this Agreement, showing (1) the name of
each bank in which Campus has an account or safe deposit box, and (2)
the names and addresses of all signatories. (Schedule N.)
(o) Jurisdictions Where Qualified. A list of all jurisdictions
wherein Campus is qualified to do business and is in good standing.
(Schedule O.)
(p) Subsidiaries. A complete list of all subsidiaries of
Campus. (Schedule P.) The term "Subsidiary" or "Subsidiaries"
shall include corporations, unincorporated associations,
partnerships, joint ventures, or similar entities in which Campus has
an interest, direct or indirect.
(q) Union Matters. An accurate list and description (in all
material respects) of all union contracts and collective bargaining
agreements of Campus, if any. (Schedule Q.)
(r) Employee and Consultant Contracts. A complete and accurate
list of all employee and consultant contracts which Campus may have,
other than those listed in the schedule on Union Matters. (Schedule
R.)
(s) Employee Benefit Plans. Complete and accurate copies of all
salary, stock options, bonus, incentive compensation, deferred
compensation, profit sharing, retirement, pension, group insurance,
disability, death benefit or other benefit plans, trust agreements or
arrangements of Campus in effect on the date hereof or to become
effective after the date thereof, together with copies of any
determination letters issued by the Internal Revenue Service with
respect thereto. (Schedule S.)
(t) Insurance Policies. A complete and accurate list (in all
material respects) and a description of all material insurance
policies naming Campus as an insured or beneficiary or as a loss
payable payee or for which Campus has paid all or part of the premium
in force on the date hereof, specifying any notice or other
information possessed by Campus regarding possible claims thereunder,
cancellation thereof or premium increases thereon, including any
policies now in effect naming Campus as beneficiary covering the
business activities of Campus. (Schedule T.)
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(u) Licenses and Permits. A complete list of all licenses,
permits and other authorizations of Campus. (Schedule U.)
3.02 Organization, Standing and Power. Campus a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware with all requisite corporate power to own or lease its
properties and carry on its businesses as are now being conducted.
3.03 Qualification. Campus is duly qualified and is licensed as a
foreign corporation authorized to do business in each jurisdiction wherein
it conducts its business operations. Such jurisdictions, which are the
only jurisdictions in which Campus is duly qualified and licensed as a
foreign corporation, are shown in Schedule O.
3.04 Capitalization of Campus. The authorized capital stock of
Campus consists of 20,000,000 shares of Common Stock, $.001 par value, of
which the only shares issued and outstanding are 2,680,000, which shares
were or will be duly authorized, validly issued and fully paid and
nonassessable. There are no preemptive rights with respect to the Campus
stock.
3.05 Authority. The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been duly
authorized by all necessary corporate actions, including but not limited to
duly and validly authorized action and approval by the Board of Directors,
of Campus and by each Campus Shareholder. This Agreement constitutes the
valid and binding obligation of Campus and the Campus Shareholders
enforceable against them in accordance with its terms, subject to the
principles of equity applicable to the availability of the remedy of
specific performance. This Agreement has been duly executed by Rescon,
Campus and the Campus Shareholders and the execution and delivery of this
Agreement and the consummation of the transactions contemplated by this
Agreement shall not result in any breach of any terms or provisions of
Campus's Certificate and Articles of Incorporation or Bylaws or of any
other agreement, court order or instrument to which Campus is a party or
bound by.
3.06 Absence of Undisclosed Liabilities. Campus has no material
liabilities of any nature, whether fixed, absolute, contingent or accrued,
which were not reflected on the financial statements set forth in Schedule
A or otherwise disclosed in this Agreement or any of the Schedules or
Exhibits attached hereto.
3.07 Absence of Changes. Since December, 31, 2002, there has not
been any material adverse change in the condition (financial or otherwise),
assets, liabilities, earnings or business of Campus.
3.08 Tax Matters. All taxes and other assessments and levies which
Campus is required by law to withhold or to collect have been duly withheld
and collected, and have been paid over to the proper government
authorities or are held by Campus in separate bank accounts for such
payment or are represented by depository receipts, and all such
withholdings and collections and all other payments due in connection
therewith (including, without limitation, employment taxes, both the
employee's and employer's share) have been paid over to the government or
placed in a separate and segregated bank account for such purpose. There
are no known deficiencies in income taxes for any periods and further, the
representations and warranties as to absence of undisclosed liabilities
contained in Section 3.06 includes any and all tax liabilities of
whatsoever kind or nature (including, without limitation, all federal,
state, local and foreign income, profit, franchise, sales, use and property
taxes) due or to become due, incurred in respect of or measured by Campus
income or business prior to the Closing Date.
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3.09 Options, Warrants, etc. Except as otherwise described in
Schedule H, there are no outstanding options, warrants, calls, commitments
or agreements of any character to which Campus or its shareholders are a
party or by which Campus or its shareholders are bound, or are a party,
calling for the issuance of shares of capital stock of Campus or any
securities representing the right to purchase or otherwise receive any such
capital stock of Campus.
3.10 Title to Assets. Except for liens set forth in Schedule C,
Campus is the sole unconditional owner of, with good and marketable title
to, all assets listed in the schedules as owned by it and all other
property and assets are free and clear of all mortgages, liens, pledges,
charges or encumbrances of any nature whatsoever.
3.11 Agreements in Force and Effect. Except as set forth in
Schedules D and E, all material contracts, agreements, plans, promissory
notes, mortgages, leases, policies, licenses, franchises or similar
instruments to which Campus is a party are valid and in full force and
effect on the date hereof, and Campus has not breached any material
provision of, and is not in default in any material respect under the terms
of, any such contract, agreement, plan, promissory note, mortgage, lease,
policy, license, franchise or similar instrument which breach or default
would have a material adverse effect upon the business, operations or
financial condition of Campus.
3.12 Legal Proceedings, Etc. Except as set forth in Schedule K, there
are no civil, criminal, administrative, arbitration or other such
proceedings or investigations pending or, to the knowledge of either Campus
or the shareholders thereof, threatened, in which, individually or in the
aggregate, an adverse determination would materially and adversely affect
the assets, properties, business or income of Campus. Campus has
substantially complied with, and is not in default in any material respect
under, any laws, ordinances, requirements, regulations or orders applicable
to its businesses.
3.13 Governmental Regulation. To the knowledge of Campus and except
as set forth in Schedule K, Campus is not in violation of or in default
with respect to any applicable law or any applicable rule, regulation,
order, writ or decree of any court or any governmental commission, board,
bureau, agency or instrumentality, or delinquent with respect to any report
required to be filed with any governmental commission, board, bureau,
agency or instrumentality which violation or default could have a material
adverse effect upon the business, operations or financial condition of
Campus.
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3.14 Brokers and Finders. Campus shall be solely responsible for
payment to any broker or finder retained by Campus for any brokerage fees,
commissions or finders' fees in connection with the transactions
contemplated herein.
3.15 Accuracy of Information. No representation or warranty by
Campus contained in this Agreement and no statement contained in any
certificate or other instrument delivered or to be delivered to Rescon
pursuant hereto or in connection with the transactions contemplated hereby
(including without limitation all Schedules and Exhibits hereto) contains
or will contain any untrue statement of material fact or omits or will omit
to state any material fact necessary in order to make the statements
contained herein or therein not misleading.
3.16 Subsidiaries. Except as listed in Schedule P, Campus does not
have any other subsidiaries or own capital stock representing ten percent
(10%) or more of the issued and outstanding stock of any other corporation.
3.17 Consents. Except as listed in Schedule F, no consent or
approval of, or registration, qualification or filing with, any
governmental authority or other person is required to be obtained or
accomplished by Campus or any shareholder thereof in connection with the
consummation of the transactions contemplated hereby.
3.18 Improper Payments. Neither Campus, nor any person acting on
behalf of Campus, including the Campus Shareholders, has made any payment
or otherwise transmitted anything of value, directly or indirectly, to (a)
any official or any government or agency or political subdivision thereof
for the purpose of influencing any decision affecting the business of
Campus (b) any customer, supplier or competitor of Campus or employee of
such customer, supplier or competitor, for the purpose of obtaining,
retaining or directing business for Campus or (c) any political party or
any candidate for elective political office nor has any fund or other asset
of Campus been maintained that was not fully and accurately recorded on the
books of account of Campus.
3.19 Copies of Documents. Campus has made available for inspection
and copying by Rescon and its duly authorized representatives, and will
continue to do so at all times, true and correct copies of all documents
which it has filed with any governmental agencies which are material to
the terms and conditions contained in this Agreement. Furthermore, all
filings by Campus with governmental agencies, including but not limited to
any taxing authority, have contained information which is true and correct
in all material respects and did not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made therein not misleading or which could have any material
adverse effect upon the financial condition or operations of Campus or
adversely affect the objectives of this Agreement.
3.20 Investment Intent of Campus Shareholders. Each undersigned
Campus Shareholder represents and warrants to Rescon that the shares of
Rescon being acquired pursuant to this Agreement are being acquired for
their own accounts and for investment and not with a view to the public
resale or distribution of such shares and further acknowledges that the
shares being issued have not been registered under the Securities Act and
are "restricted securities" as that term is defined in Rule 144 promulgated
under the Securities Act and must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF
RESCON TECHNOLOGY CORPORATION
Rescon hereby represents and warrants to Campus as follows:
4.01 Rescon shall deliver to Rescon, on or before Closing, the
following:
(a) Financial Statements. Audited financial statements of
Rescon for the fiscal years ended August 31, 2002 and 2001 and
unaudited financial statements through the quarter ended February 28,
2003, prepared in accordance with United States generally accepted
accounting principles and which fairly present the financial condition
of Rescon at the dates thereof. (Schedule AA)
(b) Property. An accurate list and description of all
property, real or personal owned by Rescon of a value equal to or
greater than $1,000.00. (Schedule BB)
(c) Liens and Liabilities. A complete and accurate list of all
material liens, encumbrances, easements, security interests or similar
interests in or on any of the assets listed on Schedule AA.
(Schedule CC.) A complete and accurate list of all debts, liabilities
and obligations of Rescon incurred or owing as of the date of this
Agreement. (Schedule CC.1.)
(d) Leases and Contracts. A complete and accurate list
describing all material terms of material leases (whether of real or
personal property) and each contract, promissory note, mortgage,
license, franchise, or other written agreement to which Rescon is a
party which involves or can reasonably be expected to involve
aggregate future payments or receipts by Rescon (whether by the
terms of such lease, contract, promissory note, license,
franchise or other written agreement or as a result of a
guarantee of the payment of or indemnity against the failure to pay
same) of $1,000.00 or more annually during the twelve-month period
ended August 31, 2002, or any consecutive twelve-month period
thereafter, except any of said instruments which terminate or are
cancelable without penalty during such twelve-month period. (Schedule
DD.)
(e) Loan Agreements. Complete and accurate copies of all loan
agreements and other documents with respect to obligations of Rescon
for the repayment of borrowed money. (Schedule EE.)
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(f) Consents Required. A complete list of all agreements
wherein consent to the transaction herein contemplated is required to
avoid a default thereunder; or where notice of such transaction is
required at or subsequent to closing, or where consent to an
acquisition, consolidation, or sale of all or substantially all of the
assets is required to avoid a default thereunder. (Schedule FF.)
(g) Articles and Bylaws. Complete and accurate copies of the
Articles of Incorporation and Bylaws of Rescon, together with all
amendments thereto to the date hereof. (Schedule GG.)
(h) Shareholders. A complete list of all persons or entities
holding capital stock of Rescon or any rights to subscribe for,
acquire, or receive shares of the capital stock of Rescon (whether
warrants, calls, options, or conversion rights), including copies of
all stock option plans whether qualified or nonqualified, and other
similar agreements. (Schedule HH.)
(i) Officers and Directors. A complete and current list of
all officers and Directors of Rescon. (Schedule II.)
(j) Salary Schedule. A complete and accurate list (in all
material respects) of the names and the current salary rate or each
present employee of Rescon who received $1,000.00 or more in aggregate
compensation from Rescon whether in salary, bonus or otherwise,
during the year 2002, or who is presently scheduled to receive from
Rescon a salary in excess of $1,000.00 during the year ending August
31, 2003, including in each case the amount of compensation received
or scheduled to be received, and a schedule of the hourly rates of all
other employees listed according to departments. (Schedule JJ.)
(k) Litigation. A complete and accurate list (in all material
respects) of all material civil, criminal, administrative,
arbitration or other such proceedings or investigations (including
without limitations unfair labor practice matters, labor organization
activities, environmental matters and civil rights violations) pending
or, to the knowledge of Rescon threatened, which may materially and
adversely affect Rescon. (Schedule KK.)
(l) Tax Returns. Accurate copies of all tax returns of Rescon
through the period ended August 31, 2002. (Schedule LL.)
(m) Agency Reports. Copies of all material reports or filings
(and a list of the categories of reports or filings made on a regular
basis) made by Rescon under ERISA, EEOC, FDA and all other
governmental agencies (federal, state or local) during the last fiscal
year. (Schedule MM.)
(n) A true and complete list (in all material respects), as of
the date of this Agreement, showing (1) the name of each bank in which
Rescon has an account or safe deposit box, and (2) the names and
addresses of all signatories. (Schedule NN.)
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(o) Jurisdictions Where Qualified. A list of all jurisdictions
wherein Rescon is qualified to do business and is in good standing.
(Schedule OO.)
(p) Subsidiaries. A complete list of all subsidiaries of
Rescon. (Schedule PP.) The term "Subsidiary" or "Subsidiaries" shall
include corporations, unincorporated associations, partnerships,
joint ventures, or similar entities in which Rescon has an
interest, direct or indirect.
(q) Union Matters. An accurate list and description (in all
material respects of union contracts and collective bargaining
agreements of Rescon, if any. (Schedule QQ.)
(r) Employee and Consultant Contracts. A complete and accurate
list of all employee and consultant contracts which Rescon may have,
other than those listed in the schedule on Union Matters. (Schedule
RR.)
(s) Employee Benefit Plans. Complete and accurate copies of
all salary, stock option, bonus, incentive compensation, deferred
compensation, profit sharing, retirement, pension, group insurance,
disability, death benefit or other benefit plans, trust agreements or
arrangements of Rescon in effect on the date hereof or to become
effective after the date thereof, together with copies of any
determination letters issued by the Internal Revenue Service with
respect thereto. (Schedule SS.)
(t) Insurance Policies. A complete and accurate list (in all
material respects) and description of all material insurance policies
naming Rescon as an insured or beneficiary or as a loss payable payee
or for which Rescon has paid all or part of the premium in force on
the date hereof, specifying any notice or other information possessed
by Rescon regarding possible claims thereunder, cancellation thereof
or premium increases thereon, including any policies now in effect
naming Rescon as beneficiary covering the business activities of
Rescon. (Schedule TT.)
(u) Licenses and Permits. A complete list of all licenses,
permits and other authorizations of Rescon. (Schedule UU.)
4.02 Organization, Standing and Power. Rescon is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Nevada with all requisite corporate power to own or lease its
properties and carry on its business as is now being conducted and has a
registered corporate office in New York with all requisite corporate power
to own or lease its properties and carry on its business as is now being
conducted.
4.03 Qualification. Rescon is duly qualified and licensed as a
foreign corporation authorized to do business in each jurisdiction wherein
it conducts business operations. Such jurisdictions, which are the only
jurisdictions in which Rescon is duly qualified and licensed as a foreign
corporation, is shown in Schedule OO.
4.04 Capitalization of Rescon. The authorized capital stock of
Rescon consists of 1,000,000,000 shares of Common Stock, par value $.0001
per share, of which the only shares issued and outstanding are 3,458,091
shares, which shares were duly authorized, validly issued and fully paid
and nonassessable. There are no preemptive rights with respect to the
Rescon stock.
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4.05 Authority. The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been duly
authorized by all necessary corporate action, including but not limited to
duly and validly authorized action and approval by the Board of Directors,
on the part of Rescon. This Agreement constitutes the valid and binding
obligation of Rescon, enforceable against it in accordance with its terms,
subject to the principles of equity applicable to the availability of the
remedy of specific performance. This Agreement has been duly executed by
Rescon and the execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement shall not
result in any breach of any terms or provisions of Rescon's Articles of
Incorporation or Bylaws or of any other agreement, court order or
instrument to which Rescon is a party or bound.
4.06 Absence of Undisclosed Liabilities. Rescon has no material
liabilities of any nature, whether fixed, absolute, contingent or accrued,
which were not reflected on the financial statements set forth in Schedule
AA or otherwise disclosed in this Agreement or any of the Schedules or
Exhibits attached hereto.
4.07 Absence of Changes. Since the date of inception, there has not
been any undisclosed material adverse changes in the condition (financial
or otherwise), assets, liabilities, earnings or business of Rescon.
4.08 Tax Matters. All taxes and other assessments and levies which
Rescon is required by law to withhold or to collect have been duly withheld
and collected, and have been paid over to the proper government authorities
or are held by Rescon in separate bank accounts for such payment or are
represented by depository receipts, and all such withholdings and
collections and all other payments due in connection therewith (including,
without limitation, employment taxes, both the employee's and employer's
share) have been paid over to the government or placed in a separate and
segregated bank account for such purpose. There are no known deficiencies
in income taxes for any periods and further, the representations and
warranties as to absence of undisclosed liabilities contained in Section
4.06 includes any and all tax liabilities of whatsoever kind or nature
(including, without limitation, all federal, provincial, local and foreign
income, profit, franchise, sales, use and property taxes) due or to become
due, incurred in respect of or measured by Rescon income or business prior
to the Closing Date.
4.09 Options, Warrants, etc. Except as otherwise described in
Schedule HH, there are no outstanding options, warrants, calls,
commitments or agreements of any character to which Rescon or its
shareholders are a party or by which Rescon or its shareholders are bound,
or are a party, calling for the issuance of shares of capital stock of
Rescon or any securities representing the right to purchase or otherwise
receive any such capital stock of Rescon.
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4.10 Title to Assets. Except for liens set forth in Schedule CC,
Rescon is the sole and unconditional owner of, with good and marketable
title to, all the assets and patents listed in the schedules as owned by
them and all other property and assets are free and clear of all mortgages,
liens, pledges, charges or encumbrances of any nature whatsoever.
4.11 Agreements in Force and Effect. Except as set forth in
Schedules DD and EE, all material contracts, agreements, plans, promissory
notes, mortgages, leases, policies, licenses, franchises or similar
instruments to which Rescon is a party are valid and in full force and
effect on the date hereof, and Rescon has not breached any material
provision of, and is not in default in any material respect under the terms
of, any such contract, agreement, plan, promissory note, mortgage, lease,
policy, license, franchise or similar instrument which breach or default
would have a material adverse effect upon the business, operations or
financial condition of Rescon.
4.12 Legal Proceedings, Etc. Except as set forth in Schedule KK,
there are no civil, criminal, administrative, arbitration or other such
proceedings or investigations pending or, to the knowledge of Rescon,
threatened, in which, individually or in the aggregate, an adverse
determination would materially and adversely affect the assets,
properties, business or income of Rescon. Rescon has substantially
complied with, and is not in default in any material respect under, any
laws, ordinances, requirements, regulations or orders applicable to its
businesses.
4.13 Governmental Regulation. To the knowledge of Rescon and except
as set forth in Schedule KK, Rescon is not in violation of or in default
with respect to any applicable law or any applicable rule, regulation,
order, writ or decree of any court or any governmental commission,
board, bureau, agency or instrumentality, or delinquent with respect
to any report required to be filed with any governmental commission,
board, bureau, agency or instrumentality which violation or default
could have a material adverse effect upon the business, operations
or financial condition of Rescon.
4.14 Broker and Finders. Rescon shall be solely responsible for
payment to any broker or finder retained by Rescon for any brokerage fees,
commissions or finders' fees in connection with the transactions
contemplated herein.
4.15 Accuracy of Information. No representation or warranty by
Rescon contained in this Agreement and no statement contained in any
certificate or other instrument delivered or to be delivered to Rescon
pursuant hereto or in connection with the transactions contemplated hereby
(including without limitation all Schedules and Exhibits hereto) contains
or will contain any untrue statement of a material fact or omits or will
omit to state any material fact necessary in order to make the statements
contained herein or therein not misleading.
4.16 Subsidiaries. Except as listed in Schedule PP, Rescon does
not have any other subsidiaries or own capital stock representing ten
percent (10%) or more of the issued and outstanding stock of any other
corporation.
4.17 Consents. Except as listed in Schedule FF, no consent or
approval of, or registration, qualification or filing with, any other
governmental authority or other person is required to be obtained or
accomplished by Rescon or any shareholder thereof, in connection with the
consummation of the transactions contemplated hereby.
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4.18 Improper Payments. No person acting on behalf of Rescon has
made any payment or otherwise transmitted anything of value, directly or
indirectly, to (a) any official or any government or agency or political
subdivision thereof for the purpose of influencing any decision affecting
the business of Rescon, or (b) any political party or any candidate for
elective political office, nor has any fund or other asset of Rescon been
maintained that was not fully and accurately recorded on the books of
account of Rescon.
4.19 Copies of Documents. Rescon has made available for inspection
and copying by Campus and its duly authorized representatives, and will
continue to do so at all times, true and correct copies of all documents
which it has filed with the Securities and Exchange Commission, the
National Association of Securities Dealers and all other governmental
agencies which are material to the terms and conditions contained in this
Agreement. Furthermore, Rescon has made all required filings with the with
the Securities and Exchange Commission, the National Association of
Securities Dealers and all other governmental agencies, including but not
limited to the Internal Revenue Service, on a timely basis. All such
filings have contained information which is true and correct, to the best
knowledge of the Board of Directors of Rescon after reasonable
investigation, in all material respects and did not contain any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements made therein not misleading or which could have any
material adverse effect upon the financial condition or operations of
Rescon or adversely effect the objectives of this Agreement with respect to
Rescon including, but not limited to, the issuance and subsequent trading
of the shares of common stock of Rescon to be received hereby, subject to
compliance by the shareholders of Campus with applicable law.
ARTICLE 5
CONDUCT AND TRANSACTIONS PRIOR TO THE
EFFECTIVE TIME OF THE ACQUISITION
5.01 Conduct and Transactions of Campus. During the period from the
date hereof to the date of Closing, Campus shall:
(a) Conduct its operations in the ordinary course of business,
including but not limited to, paying all obligations as they mature,
complying with all applicable tax laws, filing all tax returns
required to be filed and paying all taxes due;
(b) Maintain its records and books of account in a manner
that fairly and correctly reflects its income, expenses, assets and
liabilities;
(c) Obtain investment letters from the Campus Shareholders in a
form substantially like that attached hereto as Exhibit E.
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Campus shall not during such period, except in the ordinary course of
business, without the prior written consent of Rescon:
(a) Except as otherwise contemplated or required by this
Agreement, sell, dispose of or encumber any of its properties or
assets;
(b) Declare or pay any dividends on shares of its capital stock
or make any other distribution of assets to the holders thereof;
(c) Issue, reissue or sell, or issue options or rights to
subscribe to, or enter into any contract or commitment to issue,
reissue or sell, any shares of its capital stock or acquire or agree
to acquire any shares of its capital stock;
(d) Except as otherwise contemplated and required by this
Agreement, amend its Articles of Incorporation or merge or consolidate
with or into any other corporation or sell all or substantially all
of its assets or change in any manner the rights of its capital stock
or other securities;
(e) Except as contemplated or required by this Agreement, pay
or incur any obligation or liability, direct or contingent, of more
than $1,000;
(f) Incur any indebtedness for borrowed money, assume,
guarantee, endorse or otherwise become responsible for obligations of
any other party, or make loans or advances to any other party;
(g) Make any material change in its insurance coverage;
(h) Increase in any manner the compensation, direct or indirect,
of any of its officers or executive employees; except in accordance
with existing employment contracts;
(i) Enter into any agreement or make any commitment to any labor
union or organization; or
(j) Make any capital expenditures.
5.02 Conduct and Transactions of Rescon. During the period from the
date hereof to the date of Closing, Rescon shall:
(a) Conduct the operations of Rescon in the ordinary course of
business.
Rescon shall not during such period, except in the ordinary course of
business, without the prior written consent of Campus:
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(a) Except as otherwise contemplated or required by this
Agreement, sell, dispose of or encumber any of the properties or
assets of Rescon;
(b) Declare or pay any dividends on shares of its capital
stock or make any other distribution of assets to the holders thereof;
(c) Issue, reissue or sell, or issue options or rights to
subscribe to, or enter into any contract or commitment to issue,
reissue or sell, any shares of its capital stock or acquire or agree
to acquire any shares of its capital stock;
(d) Except as otherwise contemplated and required by this
Agreement, amend its Articles of Incorporation or merge or consolidate
with or into any other corporation or sell all or substantially all of
its assets or change in any manner the rights of its capital stock or
other securities;
(e) Except as otherwise contemplated and required by this
Agreement, pay or incur any obligation or liability, direct or
contingent, of more than $1,000;
(f) Incur any indebtedness for borrowed money, assume,
guarantee, endorse or otherwise become responsible for obligations of
any other party, or make loans or advances to any other party;
(g) Make any material change in its insurance coverage;
(h) Increase in any manner the compensation, direct or
indirect, of any of its officers or executive employees; except in
accordance with existing employment contracts;
(i) Enter into any agreement or make any commitment to any labor
union or organization; or
(j) Make any material capital expenditures.
ARTICLE 6
RIGHTS OF INSPECTION
6.01 During the period from the date of this Agreement to the date of
Closing of the acquisition, Campus and Rescon agree to use their best
efforts to give the other party, including its representatives and
agents, full access to the premises, books and records of each of the
entities, and to furnish the other with such financial and operating data
and other information including, but not limited to, copies of all legal
documents and instruments referred to on any schedule or exhibit hereto,
with respect to the business and properties of Campus or Rescon, as the
case may be, as the other shall from time to time request; provided,
however, if there are any such investigations: (1) they shall be conducted
in such manner as not to unreasonably interfere with the operation of the
business of the other parties and (2) such right of inspection shall not
affect in any way whatsoever any of the representations or warranties given
by the respective parties hereunder. In the event of termination of this
Agreement, Campus and Rescon will each return to the other all documents,
work papers and other materials obtained from the other party in connection
with the transactions contemplated hereby, and will take such other steps
necessary to protect the confidentiality of such material.
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ARTICLE 7
INDEMNIFICATION
7.01 Campus hereby agrees to indemnify and hold Rescon, its officers,
directors, employees, sole shareholder, attorneys and agents and each
person, if any, who controls Rescon within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act harmless from and against the
following:
(a) Any and all liabilities, losses, claims, costs, expenses,
damages and judgments (including, without limitation, any legal or
other expenses incurred in connection with investigating or defending
any matter, including any action, that could give rise to such
liabilities, losses, claims, costs, expenses, damages and judgments)
(collectively, the "Losses") resulting from or arising out of any
breach of any representation, warranty, or non-performance of any
covenant or agreement on the part of Campus or any Campus
Shareholder(s) contained in this Agreement or in any statement or
certificate furnished or to be furnished by Campus or any Campus
Shareholder(s) pursuant hereto or in connection with the transactions
contemplated hereby; and
(b) Any and all losses resulting from or arising out of the
conduct of any business, any act or any omissions by or on behalf of
Campus or any Campus Shareholder(s) prior to the Closing.
7.02 Rescon hereby agrees, to indemnify and hold Campus, its officers,
directors, employees and agents and each person, if any, who controls
Campus within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act harmless from and against the following:
(a) Any and all Losses resulting from or arising out of any
breach of any representation, warranty, or non-performance of any
covenant or agreement on the part of Rescon contained in this
Agreement or in any statement or certificate furnished or to be
furnished by Rescon pursuant hereto or in connection with the
transactions contemplated hereby.
7.03 In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 7.01 or 7.02
(the "Indemnified Party"), the Indemnified Party shall promptly notify the
person against whom such indemnity may be sought (the "Indemnifying Party")
in writing. A delay in giving notice shall only relieve the Indemnifying
Party of liability to the extent the Indemnifying Party suffers actual
prejudice because of the delay. The Indemnifying Party shall have the
right, at its option and expense, to participate in the defense of such a
proceeding or claim, but not to control the defense, negotiation or
settlement thereof, which control shall at all times rest with the
Indemnified Party, unless the proceeding or claim involves only money
damages, not an injunction or other equitable relief, and unless the
Indemnifying Party:
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(i) irrevocably acknowledges in writing complete responsibility for
and agrees to indemnify the Indemnified Party, and
(ii) furnishes satisfactory evidence of the financial ability to
indemnify the Indemnified Party, in which case the Indemnifying
Party may assume such control through counsel of its choice and
at its expense, but the Indemnified Party shall continue to have
the right to be represented, at its own expense, by counsel of
its choice in connection with the defense of such a proceeding or
claim. If the Indemnifying Party does not assume control of the
defense of such a proceeding or claim, (i) the entire defense of
the proceeding or claim by the Indemnified Party, (ii) any
settlement made by the Indemnified Party, and (iii) any judgment
entered in the proceeding or claim shall be deemed to have been
consented to by, and shall be binding on, the Indemnifying Party
as fully as though it alone had assumed the defense thereof and a
judgment had been entered in the proceeding or claim in the
amount of such settlement or judgment, except that the right of
the Indemnifying Party to contest the right of the Indemnified
Party to indemnification under the Agreement with respect to the
proceeding or claim shall not be extinguished. If the
Indemnifying Party does assume control of the defense of such a
proceeding or claim, it will not, without the prior written
consent of the Indemnified Party settle the proceeding or claim
or consent to entry of any judgment relating thereto which does
not include as an unconditional term thereof the giving by the
claimant to the Indemnified Party a release from all liability in
respect of the proceeding or claim. The parties hereto agree to
cooperate fully with each other in connection with the defense,
negotiation or settlement of any such proceeding or claim.
ARTICLE 8
CONDITIONS TO CLOSING
8.01 Conditions to Obligations of Rescon. The obligation of Rescon to
perform this Agreement is subject to the satisfaction of the following
conditions on or before the Closing unless waived in writing by Rescon.
(a) Representations and Warranties. There shall be no
information disclosed in the schedules delivered by Campus which in
the opinion of Rescon would materially adversely affect the proposed
transaction and intent of the parties as set forth in this
Agreement. The representations and warranties of Campus set forth in
Article 3 hereof shall be true and correct in all material respects as
of the date of this Agreement and as of the Closing as though made on
and as of the Closing, except as otherwise permitted by this
Agreement.
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(b) Performance of Obligations. Campus shall have in all
material respects performed all agreements required to be performed by
it under this Agreement and shall have performed in all material
respects any actions contemplated by this Agreement prior to or on the
Closing and Campus shall have complied in all material respects with
the course of conduct required by this Agreement.
(c) Corporate Action. Campus shall have furnished minutes,
certified copies of corporate resolutions and/or other documentary
evidence satisfactory to counsel for Rescon that Campus has submitted
with this Agreement and any other documents required hereby to such
parties for approval as provided by applicable law.
(d) Consents. Execution of this Agreement by the Campus
Shareholders and any consents necessary for or approval of any party
listed on any Schedule delivered by Campus whose consent or approval
is required pursuant thereto shall have been obtained.
(e) Financial Statements. Rescon shall have been furnished
with audited financial statements of Campus including, but not limited
to, balance sheets and profit and loss statements from inception
through the fiscal year end December 31, 2002 and December 31, 2001.
Such financial statements shall have been prepared in conformity
with United States generally accepted accounting principles on a
basis consistent with those of prior periods and fairly present the
financial position of Rescon as of the periods stated.
(f) Statutory Requirements. All statutory requirements for the
valid consummation by Rescon of the transactions contemplated by this
Agreement shall have been fulfilled.
(g) Governmental Approval. All authorizations, consents,
approvals, permits and orders of all federal and state governmental
agencies required to be obtained by Rescon for consummation of the
transactions contemplated by this Agreement shall have been obtained.
(h) Changes in Financial Condition of Rescon. There shall not
have occurred any material adverse change in the financial condition
or in the operations of the business of Rescon, except expenditures in
furtherance of this Agreement.
(i) Absence of Pending Litigation. Rescon is not engaged in or
threatened with any suit, action, or legal, administrative or other
proceedings or governmental investigations pertaining to this
Agreement or the consummation of the transactions contemplated
hereunder.
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(j) Authorization for Issuance of Stock. GIT shall have
received in form and substance satisfactory to counsel for GIT a
letter instructing and authorizing the Registrar and Transfer Agent
for the shares of common stock of Rescon issue stock certificates
representing ownership of 2,200,000 restricted shares of common stock
of Rescon to the Campus Shareholders in accordance with the terms of
this Agreement and a letter from said Registrar and Transfer Agent
acknowledging receipt of the letter of instruction and stating to the
effect that the Registrar and Transfer Agent holds adequate supplies
of stock certificates necessary to comply with the letter of
instruction and the terms and conditions of this Agreement.
8.02 Conditions to Obligations of Rescon. The obligation of Rescon
to perform this Agreement is subject to the satisfaction of the following
conditions on or before the Closing unless waived in writing by Rescon.
(a) Representations and Warranties. There shall be no
information disclosed in the schedules delivered by Rescon, which in
the opinion of Campus, would materially adversely affect the proposed
transaction and intent of the parties as set forth in this
Agreement. The representations and warranties of Rescon set forth in
Article 4 hereof shall be true and correct in all material respects as
of the date of this Agreement and as of the Closing as though made on
and as of the Closing, except as otherwise permitted by this
Agreement.
(b) Performance of Obligations. Rescon shall have in all
material respects performed all agreements required to be performed
by it under this Agreement and shall have performed in all material
respects any actions contemplated by this Agreement prior to or on the
Closing and Rescon shall have complied in all respects with the course
of conduct required by this Agreement.
(c) Corporate Action. Rescon shall have furnished minutes,
certified copies of corporate resolutions and/or other documentary
evidence satisfactory to Counsel for Campus that Rescon has submitted
with this Agreement and any other documents required hereby to such
parties for approval as provided by applicable law.
(d) Consents. Any consents necessary for or approval of any
party listed on any Schedule delivered by Rescon, whose consent or
approval is required pursuant thereto, shall have been obtained.
(e) Financial Statements. Campus shall have been furnished with
audited financial statements of Rescon including, but not limited to,
balance sheets and profit and loss statements from inception through
the fiscal year end December 31, 2002. Such financial statements
shall have been prepared in conformity with United States generally
accepted accounting principles on a basis consistent with those of
prior periods and fairly present the financial position of Rescon as
of the periods stated.
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(f) Statutory Requirements. All statutory requirements for the
valid consummation by Rescon of the transactions contemplated by this
Agreement shall have been fulfilled.
(g) Governmental Approval. All authorizations, consents,
approvals, permits and orders of all federal and state governmental
agencies required to be obtained by Rescon for consummation of the
transactions contemplated by this Agreement shall have been obtained.
(h) Employment Agreements. Existing Rescon employment
agreements will have been delivered to counsel for Campus.
(i) Changes in Financial Condition of Campus. There shall not
have occurred any material adverse change in the financial condition
or in the operations of the business of Campus, except expenditures in
furtherance of this Agreement.
(j) Absence of Pending Litigation. Campus is not engaged in
or threatened with any suit, action, or legal, administrative or other
proceedings or governmental investigations pertaining to this
Agreement or the consummation of the transactions contemplated
hereunder.
(k) Shareholder Approval. The Campus Shareholders shall have
approved the Agreement and Plan of Reorganization.
ARTICLE 9
MATTERS SUBSEQUENT TO CLOSING
9.01 Covenant of Further Assurance. The parties covenant and agree
that they shall, from time to time, execute and deliver or cause to be
executed and delivered all such further instruments of conveyance,
transfer, assignments, receipts and other instruments, and shall take or
cause to be taken such further or other actions as the other party or
parties to this Agreement may reasonably deem necessary in order to carry
out the purposes and intent of this Agreement.
ARTICLE 10
NATURE AND SURVIVAL OF REPRESENTATIONS
10.01 All statements contained in any written certificate, schedule,
exhibit or other written instrument delivered by Campus or Rescon pursuant
hereto, or otherwise adopted by Campus, by its written approval, or by
Rescon by its written approval, or in connection with the transactions
contemplated hereby, shall be deemed representations and warranties by
Campus or Rescon as the case may be. All representations, warranties and
agreements made by either party shall survive for the period of the
applicable statute of limitations and until the discovery of any claim,
loss, liability or other matter based on fraud, if longer.
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ARTICLE 11
TERMINATION OF AGREEMENT AND ABANDONMENT OF REORGANIZATION
11.01 Termination. Anything herein to the contrary notwithstanding,
this Agreement and any agreement executed as required hereunder and the
acquisition contemplated hereby may be terminated at any time before the
Closing as follows:
(a) By mutual written consent of the Boards of Directors of
Campus and Rescon.
(b) By the Board of Directors of Campus if any of the conditions
set forth in Section 8.02 shall not have been satisfied by the Closing
Date.
(c) By the Board of Directors of Campus if any of the
conditions set forth in Section 8.01 shall not have been satisfied
by the Closing Date.
11.02 Termination of Obligations and Waiver of Conditions; Payment
of Expenses. In the event this Agreement and the acquisition are
terminated and abandoned pursuant to this Article 11 hereof, this
Agreement shall become void and of no force and effect and there shall be
no liability on the part of any of the parties hereto, or their respective
directors, officers, shareholders or controlling persons to each other.
Each party hereto will pay all costs and expenses incident to its
negotiation and preparation of this Agreement and any of the documents
evidencing the transactions contemplated hereby, including fees, expenses
and disbursements of counsel.
ARTICLE 12
EXCHANGE OF SHARES; FRACTIONAL SHARES
12.01 Exchange of Shares. At the Closing, Rescon shall issue a
letter to the transfer agent of Rescon with a copy of the resolution of the
Board of Directors of Rescon authorizing and directing the issuance of up
to 2,680,500 restricted Rescon shares as set forth in Exhibit A to this
Agreement.
12.02 Restrictions on Shares Issued to Rescon. Due to the fact that
Campus Shareholders will receive shares of Rescon common stock in
connection with the acquisition which have not been registered under
the1933 Act by virtue of the exemption provided in Section 4(2) of such
Act, those shares of Rescon will contain the following legend:
The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares have
been acquired for investment and may not be sold or offered for
sale in the absence of an effective Registration Statement for
the shares under the Securities Act of 1933 or an opinion of
counsel to the Corporation that such registration is required.
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ARTICLE 13
MISCELLANEOUS
13.01 Construction. This Agreement shall be construed and enforced
in accordance with the laws of the State of Nevada excluding the conflicts
of laws.
13.02 Notices. All notices necessary or appropriate under this
Agreement shall be effective when personally delivered or deposited in the
United States mail, postage prepaid, certified or registered, return
receipt requested, and addressed to the parties last known address which
addresses are currently as follows:
If to "Rescon" If to "Campus "
Rescon Technology Corporation Campuslive Incorporated
25 Fairchild Avenue, Suite 500 25 Fairchild Avenue, Suite 500-A
Plainview, New York 11803 Plainview, New York 11803
13.03 Amendment and Waiver. The parties hereby may, by mutual
agreement in writing signed by each party, amend this Agreement in any
respect. Any term or provision of this Agreement may be waived in writing
at any time by the party which is entitled to the benefits thereof, such
waiver right shall include, but not be limited to, the right of either
party to:
(a) Extend the time for the performance of any of the
obligations of the other;
(b) Waive any inaccuracies in representations by the other
contained in this Agreement or in any document delivered pursuant
hereto;
(c) Waive compliance by the other with any of the covenants
contained in this Agreement, and performance of any obligations by the
other; and
(d) Waive the fulfillment of any condition that is precedent to
the performance by the party so waiving of any of its obligations
under this Agreement. Any writing on the part of a party relating to
such amendment, extension or waiver as provided in this Section 13.03
shall be valid if authorized or ratified by the Board of Directors of
such party.
13.04 Remedies not Exclusive. No remedy conferred by any of the
specific provisions of this Agreement is intended to be exclusive of any
other remedy, and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing
at law or in equity or by statute or otherwise. The election of any one or
more remedies by Campus or Rescon shall not constitute a waiver of the
right to pursue other available remedies.
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13.05 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
13.06 Benefit. This Agreement shall be binding upon, and inure to
the benefit of, the respective successors and assigns of Campus and Rescon.
13.07 Entire Agreement. This Agreement and the Schedules and
Exhibits attached hereto, represent the entire agreement of the undersigned
regarding the subject matter hereof, and supersedes all prior written or
oral understandings or agreements between the parties.
13.08 Each Party to Bear its Own Expense. Campus and Rescon shall
each bear their own respective expenses incurred in connection with the
negotiation, execution, closing, and performance of this Agreement,
including counsel fees and accountant fees.
13.09 Captions and Section Headings. Captions and section headings
used herein are for convenience only and shall not control or affect the
meaning or construction of any provision of this Agreement.
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Executed as of the date first written above.
"Campus" "Rescon"
Campuslive Incorporated Rescon Technology Corporation
By: __________________________ By: ____________________________
Christian Nigohossian, President Christian Nigohossian, President
"Campus Shareholders"
________________________ ________________________
Bruce MacDonald Mark H. Mazor
________________________ ________________________
Geral F. Swift John R. McClenon
________________________ _________________________
Jitendra Patel James R. Draper
________________________ ________________________
Steven W. Topp Eugene F. Passarelli
________________________ ________________________
Gabriel D' Addona Joseph A. Schmidt
________________________ ________________________
Lewis A. Scull, Jr. James L. Milligan
________________________ ________________________
James McIlrath Paul J. Schasney
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________________________ ________________________
Joseph A. Goins David C. Courington
________________________ ________________________
James Hickey Fraser D. Bishop
________________________
Christian Nigohossian
25