STOCK EXCHANGE AGREEMENT
This agreement is made between Tensleep Corporation, a Colorado
corporation having its principal executive office at 00000 Xxxxxxx, Xx
Xxxxxx, XX 00000, hereinafter called "Tensleep", and Shira Investments,
Inc., a Panama corporation, with its principal place of business at 0
Xxxxxxxxxxxx, XX-0000 Xxxxx, Xxxxxxxxxxxxx, hereinafter called the
"Shareholder".
RECITALS
A. The Shareholder is the owner of record of 875,000 of the issued
and outstanding shares of Xxxxx.xx.xx, Limited with its
principal place of business at First Floor, Xxxxxxxx Xxxxx, Xxxx
Xxxx, Xxxxxxxxx, XX0 0XX, Xxxxxx Xxxxxxx, hereinafter called
"Whisk".
B. Tensleep desires to purchase, and the shareholder desires to
sell all of the issued and outstanding shares of common stock of
Whisk owned by the Shareholder..
CONSIDERATION
In consideration of the above premises, for the consideration , and
subject to the terms and conditions hereinafter set forth, the parties agree
as follows:
TERMS AND CONDITIONS
Section One. Exchange of Stock.
Prior to the closing date, as hereinafter fixed, the Shareholder shall
deliver to Tensleep one or more of its certificates representing all of the
issued and outstanding shares of the common stock of Whisk owned by
Shareholder, duly indorsed. In exchange therefor, Tensleep shall deliver to
Shareholder prior to the closing, one or more certificates representing two
million six hundred thousand shares of Tensleep common stock. The
certificates representing the Tensleep shares shall be restricted pursuant
to Rule 144 under the Securities Act of 1933, as amended (the "Act").
Section Two. Closing.
The closing of the exchange shall take place on or before December 15,
2000, at 12:00 o'clock p.m. Pacific Standard Time.
Section Three. Warranties and Covenants of Shareholder.
The Shareholder represents, warrants, and covenants as follows:
(a) The Shareholder is the owner of record of 875,000 fully paid and
non-assessable shares of Whisk common stock.
(b) As of the date hereof Whisk has duly issue 1,125,000 common
shares and pursuant to a private offering is to issue an
additional 325,000 shares.
(c) Whisk is duly incorporated and authorized to do business under
the laws of the United Kingdom.
(d) Whisk has the power and authority to carry on its business as
currently conducted, and holds, or is duly licensed under all
patents, trademarks, trade names, the operation of its business
as currently conducted, free and clear of all liens,
encumbrances, and claims of any kind whatsoever.
(e) The balance sheets and income statements of Whisk dated
September 30, 2000, are attached hereto, market as Exhibit A and
made a part hereof. Said financial statements fully and
accurately reflect the financial condition of Whisk.
(f) No transactions, have been engaged in by Whisk from September
30, 2000 to the date hereof, and that there has been no material
adverse change in the financial or operating condition of Whisk
since September 30, 2000.
(g) As of the date hereof Whisk is not, and as of the closing date,
Whisk will not be, in default under any contract or agreement,
or under the order or decree of any court. To the knowledge of
the shareholder there is no actions or proceedings pending or
threatened against Whisk as of the date hereof, and neither the
execution and delivery of this agreement nor the consummation of
the transaction herein contemplated will conflict with, result
in the breach of, or accelerate the performance required by any
contract or agreement to which Whisk or the shareholder is now a
party.
(h) There are no dividends declared and unpaid on any of the common
shares of Whisk.
(i) Whisk is not a party to any contract or agreement, and is not
subject to any other restriction, materially and adversely
affecting its business, property, or assets.
Section Four. Interim Operations; Additional Covenants of Shareholder.
The Shareholder represents, warrants, and covenants that Whisk will
not enter into any transactions, prior to the closing date, other than in
the ordinary course of business, and that the Shareholder will take such
action as is necessary to insure that Whisk will not enter into any such
transactions, and in particular will not, without the prior written consent
of Tensleep:
(a) Create or incur any indebtedness other than unsecured current
liabilities incurred in the ordinary course of business;
(b) Grant or permit to arise any mortgage, deed of trust, security
interest, lien, or encumbrance of any kind;
(c) Sell or otherwise dispose of any of its assets other than
merchandise inventories sold in the ordinary course of business;
(d) Declare or pay any dividends, or repurchase or redeem any of its
shares, or establish a sinking fund or other reserve for such
purpose;
(e) Issue, sell or grant options for the sale of any of its shares,
whether or not previously authorized or issued;
(f) Expend any funds for capital additions or improvements other
than ordinary expenditures for maintenance, repairs, and
replacements;
(g) Acquire an interest in any other business enterprise, whether
for cash or in exchange for stock or other securities of Whisk;
(h) Increase the compensation paid to any of its officers or
directors above the level paid on the date hereof as set forth
in Exhibit E or agree to pay to any of its officers or employees
any bonus, severance pay, or pension, whether under an existing
compensation or deferred compensation plan, or otherwise.
Section Five. Covenants of Acquiring Corporation as to Stock.
Tensleep hereby represents, covenants, and warrants as follows:
(a) As of the date of this agreement Tensleep is authorized to
issue, in the aggregate, 50,000,000 shares of common stock,
without par value, of which approximately 9,000,000 shares are
issued and outstanding;
(b) Between the date of this agreement and the closing date,
Tensleep will not, without the prior written consent of the
shareholders, recapitalize, reclassify, or increase its
presently authorized common stock (or issue additional shares
thereof).
Section Six. Indemnification.
The Shareholder agrees to indemnify Tensleep against any and all loss,
damage, cost, and expense exceeding Ten Thousand Dollars ($10,000.00) that
Tensleep may sustain as a result of any inaccurate representation or the
breach of any warranty or covenant made by the Shareholder herein. In the
event it is determined, as hereinafter provided, that Tensleep is entitled
to indemnification hereunder, indemnification shall firs be effected by
redelivery to Tensleep of shares of common stock of Tensleep held by
Shareholder, such shares to be valued as follows: Fifty Cents per share.
Section Seven. Conditions for Closing.
Prior to the closing date, the Shareholder shall deliver to Tensleep
875,000 shares of Whisk duly dully authorized and issued in the name of
Tensleep. Said shares representing all the issued and outstanding shares of
Whisk of Shareholder. Tensleep shall deliver to the Shareholder 2,600,000
shares of its common stock as described in Section One of this agreement.
The closing shall be subject to the following terms and conditions:
(a) On the Closing Date, the parties shall have deliver the shares
of Tensleep and Whisk's common stock as set forth and provided
in Section One of this agreement.
(b) In the event of any claim by Tensleep for indemnification
hereunder, Tensleep shall give written notice to the Shareholder
thereof, and the parties shall attempt to reach agreement in
respect thereto. If the parties fail to reach agreement within
ten days after notice of a claim has been given, the issue shall
be submitted to arbitration in accordance with the rules and
requirements of the American Arbitration Association then
obtaining. The decision of the arbitrator shall be final and
binding on all parties, and appropriate instructions in
conformity therewith shall immediately be given by the
arbitrator to the escrow agent, who is authorized and directed
to rely on such instructions.
Section Eight. Conditions Precedent to Obligations of Tensleep.
The obligations of Tensleep hereunder are subject to the following
conditions:
(a) There shall be tendered for exchange by the Shareholder at the
closing, certificates representing all of the issued and
outstanding shares of the common stock of Whisk owned by
Shareholder in a form approved by counsel for Tensleep.
(b) The representations of the Shareholder contained herein shall be
true as of the closing date, and the Shareholder shall execute
and deliver to Tensleep, a certificate to that effect in form
and substance satisfactory to counsel for Tensleep.
Section Nine. Investment Intent.
The Shareholder represents that the shares of common stock of Tensleep
being acquired by him under this agreement are being acquired for investment
purposes only, and not with a view to reselling the same or dividing
participation therein with others. Shareholder represents that he has no
present intent to resell or otherwise dispose of all or any part of such
shares. That such shares will not be sold unless registered pursuant to the
Securities Act of 1933, as amended, or exempt therefrom.
Section Ten. Access to Records.
Tensleep, and its counsel, accountants, engineers, and other
representatives shall have the right at all times during ordinary business
hours to inspect all of the properties, books, and records of Whisk, and
Shareholder shall cooperate with and furnish to Tensleep and its
representatives, all such information and documents with respect to their
affairs of Whisk as Tensleep or its representatives may reasonably request.
Section Eleven. Notices.
All notices required or permitted to be given hereunder shall be
deemed duly given which delivered personally or sent by registered or
certified mail, postage prepaid, properly addressed to the party to receive
such notice, at the addresses specified above.
Section Twelve. Entire Agreement.
This agreement constitutes the entire agreement between the parties;
there are no agreements, warranties, or representations, express or implied,
except those expressly set forth herein. All agreements, representations,
and warranties contained in this agreement shall apply as of the closing
date and shall survive the closing of this agreement.
Section Thirteen. Modification.
This agreement may not be amended or modified, except by written
agreement of the parties.
Section Fourteen. Binding Effect.
This agreement shall bind and inure to the benefit of the parties and
their heirs, legal representatives, successors, and assigns.
Section Fifteen. Governing Law.
This agreement shall be construed under and governed by the laws of
the State of Colorado.
Section Sixteen. Signature in Counterparts.
The parties may execute separate copies of this agreement as original
counterparts and be bound thereby as though each had executed the same
document in the presents of each other.
In witness where of the parties have executed this agreement this 18th
day of October, 2000.
Tensleep Corporation.
/S/Xxxxxx X. Xxxxxx
By: __________________________
Xxxxxx X. Xxxxxx, Pres.
Shira Investments, Inc.
/S/ Xxxxxx Xxxxxxx
By: __________________________
President
