AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG LOGISOFT CORP., JON PRITCHETT, M.E.
DURSCHLAG, CHARLES JETER AND WILLIAM BRADSHAW, ROBERT STADEL, DAN NEPPL, CALE YARBOROUGH,
GODLEY MORRIS GROUP, LLC, BRIAN LEAHY, LANCE LESLIE, RICHARD CLARK and ROBERT WUSSLER
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is entered into this 9th of May, 2001, by and
among LOGISOFT CORP ., a Delaware corporation (hereinafter referred to as “Buyer”); and JON PRITCHETT, M.E.
DURSCHLAG, CHARLES JETER, WILLIAM BRADSHAW, ROBERT STADEL, DAN NEPPL, CALE YARBOROUGH,
GODLEY MORRIS GROUP, LLC, BRIAN LEAHY, LANCE LESLIE, RICHARD CLARK and ROBERT WUSSLER or their
assigns (hereinafter collectively referred to as “Seller”), being all of the shareholders of MAXX MOTORSPORTS, INC ., a
South Carolina corporation (hereafter referred to as “Company”).
WHEREAS , Seller is the owner of record and beneficially owns Ten Thousand (10,000) shares of the issued and
outstanding shares of Common Stock of the Company (the “Shares”); and
WHEREAS , the Shares represent 100% of all the issued and outstanding shares of the Company; and
WHEREAS , Seller desires to sell all of the Shares to Buyer, and Buyer desires to purchase the Shares, upon the terms and
conditions set forth herein;
WHEREAS , the parties intend that the exchange of Shares for shares of Buyer’s common stock, as contemplated herein,
qualify as a tax free transaction under Section 368 of the Internal Revenue Code;
NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, and subject to the accuracy
of the representations and warranties of the parties, the parties hereto agree as follows:
SALE AND PURCHASE OF THE SHARES
1.1 Sale and Purchase . Subject to the terms and conditions hereof, at the Closing (as defined in paragraph 1.2 below),