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Agreement and Plan of Reorganization

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Agreement and Plan of Reorganization

Exhibit 2.02

This Agreement is made and entered into on , by and among:

Buyer / Company: , a corporation

Acquired Company: , a federally chartered Canadian corporation

APC Holders:

RECITALS:

A. The APC Holders collectively own all of the 8,000,000 issued and outstanding shares of capital stock of APC.

B. The APC Holders desire to sell to the Company, and the Company desires to purchase from the APC Holders, all of the APC Shares.

C. The respective boards of directors of APC and the Company have approved the execution of this Agreement and performance of the parties' respective obligations herein.

NOW THEREFORE, for and in consideration of the premises and the mutual promises and undertakings contained herein, and for other good and valuable consideration, the parties hereto agree as follows:

1. THE EXCHANGE.

1.1 Sale and Purchase of the APC Shares. On the terms and subject to conditions of this Agreement, at the Closing the APC Holders shall sell, transfer, assign, convey and deliver to the Company or the Company's wholly owned subsidiary, free and clear of all adverse claims, security interests, liens, claims and encumbrances, and the Company or its subsidiary shall purchase, accept and acquire all of the APC Shares from the APC Holders.

1.2 Issuance of Exchange Shares. In full payment for the APC Shares, the Company shall ratably issue and deliver to the APC Holders:

(i) shares of the Company's common stock;

(ii) shares of Series A, Voting Convertible Preferred Shares.

The Exchange Shares shall be issued in the respective denominations set forth on Schedule 1.2.

1.3 Exchange Shares Not Registered. The Exchange Shares have not been and will not be registered under the Securities Act of 1933, as amended, or the securities laws of any state or states.

(a) Exchange Shares Issuable to U.S. Persons. U.S. Persons section applies.

(b) Exchange Shares Issuable to Non-U.S. Persons. Non-U.S. Persons section applies.

1.4 Closing. Subject to the conditions precedent, the closing shall take place on or before at a place mutually agreed by APC and the Company.

1.5 Assignment of Exchange Shares. Conditions for issuance and transfer of certificates shall apply as stated herein.

1.6 Officers and Directors of the Company. Immediately following the Closing, the directors and officers of the Company shall be:

Name / Position

Larry Hunt —

Ron Crowe —

Richard Quinney —

Robert Clarke —

1.7 Further Assurances. APC and the APC Holders agree to execute all documents and instruments necessary to complete the transactions contemplated by this Agreement.

2. OTHER AGREEMENTS OF THE PARTIES.

2.1 The Company's Option to Redeem Exchange Shares. The Company shall have the right for a period of months to redeem Exchange Shares under the stated conditions.

2.2 Prohibited Recapitalizations. Acknowledgment of restriction.

2.3 Options and Warrants Prohibited. Acknowledgment of restriction.

2.4 Excessive Parachute Awards Prohibited. Acknowledgment of restriction.

2.5 Excessive Compensation Prohibited. Acknowledgment of restriction.

2.6 Right to Enforce Provisions. Enforcement provisions apply as stated.

2.7 Change of the Company's Name. Company name to be changed to .

2.8 Financial Statements. Deadline: .

2.9 Franchise and Other Rights Held by APC. Master Franchise Agreement shall be provided prior to Closing.

2.10 Acknowledgment of APC Debt. APC outstanding debt amounts:

Promissory notes:

Bank loan for equipment:

3. CAPITALIZATION.

3.1 Company Capitalization at Closing. The Company shall have issued and outstanding no more than shares/rights at Closing.

3.2 Unit Offering. The Company shall create, sell and issue units at a price of per Unit.

4. APC'S REPRESENTATIONS AND WARRANTIES.

(a) Organization and Standing.

(b) Capitalization.

(c) Litigation.

(d) Estoppel.

(e) Compliance with Laws and Permits.

(f) No Undisclosed Material Liabilities.

(g) Material Transactions and Adverse Changes.

(h) Taxes.

(i) Contracts.

(j) Indebtedness to and from Affiliates.

(k) Documents Genuine.

(l) Financial Statements and Records.

(m) Employees and Salaries.

(n) Insurance.

(o) Authorization and Validity.

(p) Consents; Approvals; Conflict.

(q) Intellectual Property.

(r) Restrictive Covenants.

(s) Disclaimer of Further Warranties.

5. REPRESENTATIONS AND WARRANTIES OF THE APC HOLDERS.

(a) Ownership of APC Shares.

(b) Capacity.

(c) Insolvency.

(d) Company Status Acknowledgment.

(e) Information Received.

(f) Restricted Securities.

(g) Knowledge and Experience.

(h) Information Accuracy.

(i) General Solicitation.

(j) Disclaimer of Further Warranties.

(k) Knowledge of APC Representations.

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

(a) Organization and Good Standing.

(b) Authorized Capitalization.

(c) Outstanding Options, Warrants or Other Rights.

(d) Subsidiaries.

(e) Documents Genuine.

(f) Litigation.

(g) Compensation Plans.

(h) Authorization and Validity.

(i) Financial Statements.

(j) No Undisclosed Material Liabilities.

(k) Taxes.

(l) Indebtedness to or from Affiliates.

(m) Salaries.

(n) Insurance.

(o) Books, Records and Accounts.

(p) Estoppel.

(q) Consents; Approvals; Conflict.

(r) Restrictive Covenants.

(s) Disclaimer of Further Warranties.

8. CONDITIONS TO OBLIGATIONS OF THE PARTIES; DELIVERIES.

8.1 Documents to be Delivered to the Company. At the Closing, APC and the APC Holders shall deliver the required certificates, resolutions, stock powers, schedules and exhibits.

8.2 Documents to be Delivered to APC and the APC Holders. At the Closing, the Company shall deliver the required certificates, resolutions, schedules and exhibits.

8.3 Conditions Precedent. The following conditions must be satisfied:

(a) Representations and Warranties Correct.

(b) Compliance.

(c) No Errors or Misrepresentations.

(d) Due Diligence Examination.

(e) Legal Matters.

(f) No Litigation or Proceedings.

9. OTHER COVENANTS OF THE PARTIES.

(a) Effectuation of this Agreement.

(b) Restriction on Action.

(c) Access and Information.

(d) No-Shop Provision.

(e) Confidentiality.

10. INDEMNIFICATION.

10.1 Indemnification by APC.

10.2 Indemnification by the Company.

10.3 Survival of Covenants and Warranties.

10.4 Notice of Claims.

11. TERMINATION OF THIS AGREEMENT.

11.1 Grounds for Termination.

11.2 Manner of Termination.

11.3 Survival of Confidentiality Provisions.

12. MISCELLANEOUS PROVISIONS.

(a) Assignment.

(b) Parties in Interest; No Third Party Beneficiaries.

(c) Entire Agreement.

(d) Severability.

(e) Survival of Representations, Warranties and Covenants.

(f) Interpretation.

(g) Notice.

APC notice address:

Company notice address:

(h) No Finders. No finders or brokers engaged.

(i) Expenses.

(j) Counterparts.

(k) Prevailing Party Clause.

(l) Relationship of the Parties.

(m) Exhibits, Schedules, etc.

(n) No Advice Given.

(o) Warranty Regarding Approval of APC Holders.

IN WITNESS WHEREOF, all parties have executed this Agreement, and APC and the Company have initialled every preceding page hereof, as of the dates respectively indicated below.

ACCESS POWER CANADA, INC.

By

Title

Date

PROPAINT SYSTEMS, INC.

By

Title

Date

SHAREHOLDERS' SIGNATURE PAGE

Merico Personal, Inc. —

1276579 Ontario Limited (L&T) —

GQ & Associates, Inc. —

Rick Quinney —

Angela Quinney —

EXHIBIT A

Summary of terms and preferences of Series A, Voting Convertible Preferred Stock.

Designation and Consideration.

Dividends.

Redemption.

Conversion Right.

Other Adjustments.

Liquidation.

Voting Rights.

Certain Corporate Actions.

Rank of Series A Preferred Stock.

Tax Matters.

EXHIBIT B

Option to Redeem Exchange Stock.

Grantor:

Option date:

Exchange Shares (common):

Exchange Shares (preferred):

Exercise Price:

Option Period end date:

GRANTOR

Signature

Name

PROPAINT SYSTEMS, INC.

By

Title

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What the Agreement and Plan of Reorganization Is

The Agreement and Plan of Reorganization is the debtor's formal proposal to restructure obligations, allocate recoveries among creditor classes, and set the timetable for implementing a Chapter 11 reorganization or similar insolvency process. It combines operative plan terms, treatment of claims and interests, disclosures about feasibility and financial projections, and the required signature and court-approval mechanics to become binding on parties and the debtor.

Why a Clear, Complete Plan Matters

A well-prepared plan clarifies creditor rights, reduces confirmation objections, and speeds court review and implementation while preserving value for stakeholders.

Why a Clear, Complete Plan Matters

Who Typically Prepares and Signs This Document

The Agreement and Plan of Reorganization is used by debtors, debtors' counsel, creditors' committees, trustees, and investors involved in restructuring cases.

  • Debtor management and counsel drafting the plan and disclosure statement for court submission and solicitation.
  • Creditors and committee representatives reviewing treatment, voting, and asserting claims or objections as required.
  • Trustees, plan administrators, and investors executing acceptance agreements and implementation documents during confirmation and closing.

Accurate completion and coordinated signatures reduce objections, help meet solicitation schedules, and support a smoother confirmation hearing.

Core Parts of a Professional Agreement and Plan of Reorganization

A complete plan combines legal boilerplate with transaction-specific exhibits so courts, creditors, and other stakeholders can evaluate feasibility and voting outcomes.

Preamble

Identifies debtor, case number, and parties to the agreement; sets effective date and governing principles for interpretation.

Classes and Treatment

Defines creditor classes, specific treatment (payment, interest, impairment), and priority rules for distributions and claim adjustments.

Cramdown and Feasibility

Includes cramdown mechanics, valuation assumptions, and feasibility statements supported by financial projections or liquidation analyses.

Implementation Provisions

Describes escrow mechanics, funding sources, effective date triggers, and steps for plan implementation and asset transfers.

Exhibits and Schedules

Attaches schedules of executory contracts, secured creditors, claims reconciliation exhibits, and solicitation ballots or ballots' instructions.

Signatures and Court Approval

Contains signature blocks for parties, counsel certificates, and a section describing how the confirmation order binds parties.

Step-by-Step: Preparing and Delivering the Plan

Follow a controlled sequence from drafting to court submission to reduce logistical errors and ensure all parties receive required documents.

  • 01
    Draft Plan: Assemble plan, disclosures, and exhibits; confirm schedules and claims reconciliations.
  • 02
    Obtain Approvals: Secure committee or lender consent and board resolutions where required.
  • 03
    File and Serve: File via court e-filing and serve creditors per local rules.
  • 04
    Solicit and Tabulate: Distribute ballots, collect votes, and prepare tabulation for confirmation hearing.

Customizing an Online Signing Workflow for the Plan

Configure digital workflows to capture required signatures, control access, and preserve an auditable trail for court submission and party verification.

Field Configuration
Authentication Email link, SMS code, or advanced signer verification
Signature Type Allow typed, drawn, or certificate-based signatures
Retention Preserve signed PDF with audit trail and attachments
Notifications Automatic reminders to signers and admin alerts

Where to File, Send, and Serve the Plan

Filing and service must follow federal bankruptcy procedures and local court rules; electronic filing and proof of service are central to acceptance.

  • File with Court: Submit the plan and disclosure statement via the court's CM/ECF system.
  • Serve Creditors: Serve creditors and parties-in-interest according to the court-approved solicitation procedures.
  • Publish Notices: File and serve notice of confirmation hearing and voting deadlines.
  • Submit Confirmation: Present ballot results and brief at the confirmation hearing for court approval.

Digital Signing and eSubmission: Technical Requirements

Use a platform that produces court-ready signed PDFs, captures an audit trail, and supports secure signer authentication.

  • File Formats: PDF and DOCX accepted
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Authentication: Email, SMS, or advanced verification

Ensure the vendor supports retention of tamper-evident PDFs and export options required by local court rules and evidence needs.

Common Timelines and Deadlines to Watch

Bankruptcy schedules and solicitation calendars set multiple deadlines; align plan milestones with court-ordered dates and solicitation windows.

341 Meeting Timing:

Creditor meeting is typically held within several weeks after petition filing

Disclosure Statement:

File and serve before solicitation and at court-specified intervals

Solicitation Period:

Ballots are distributed per court schedule with a defined voting deadline

Confirmation Hearing:

Court schedules hearing after tabulation and briefing

Effective Date:

Triggers implementation, distributions, and covenant dates

Key Milestones in the Plan Process

A clear milestone sequence helps coordinate filing, solicitation, tabulation, and confirmation activities across parties and counsel.

01

Plan Drafted

Complete operative text and exhibits before disclosure drafting

02

Disclosure Filed

Court review of disclosures precedes solicitation

03

Solicitation Window

Distribute ballots and collect votes within set dates

04

Confirmation Hearing

Present votes, objections, and request ruling for confirmation

Common Mistakes to Avoid When Preparing the Plan

  • Using inconsistent debtor names or multiple entity variations that complicate service and docket entries.
  • Omitting required exhibits or schedules, which can delay court approval or trigger objections at confirmation.
  • Failing to follow local solicitation or ballot form requirements, causing ballots to be rejected in tabulation.
  • Relying on vague treatment language that invites creditor disputes or reclassification challenges during confirmation.

Consequences of an Incomplete or Incorrect Plan

Confirmation Denial: Plan may not be approved
Delay Costs: Additional legal and administrative fees
Creditor Objections: Extended litigation or renegotiation
Implement Risk: Funding or transfer failures
Sanctions Risk: Court sanctions for procedural violations
Value Erosion: Asset depreciation during delays

Essential Information to Include for Legal and Auditability Purposes

Debtor Name: Full legal entity
Case Number: Complete docket identifier
Plan Date: MM/DD/YYYY effective date
Class Definitions: Clear creditor categories
Treatment Summary: Specific payment terms
Signatures: Authorized signatory details

eSignature Pricing and Feature Comparison

Compare common pricing and feature criteria across vendors. signNow is shown first for parity in assessment and feature matching.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Plans of Reorganization

Answers to common questions about execution, electronic signatures, filing, and correcting errors when preparing an Agreement and Plan of Reorganization.


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