EXCHANGE AGREEMENT
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This EXCHANGE AGREEMENT made and entered into this 1st day of
March, 2002, by and between all of the stockholders of PanaMed, Inc., a
California corporation, (hereinafter "PM"), with its principal place of business
at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx, Xxxxxxxxxx 00000; and Micron
Solution, Inc. a Nevada corporation, (hereinafter "Micron"), with its principal
place of business at 0000 Xxxx Xxxxx Xxxx, Xxxxx #000, Xxxxxxxxxx, Xxxxxxx
00000.
WITNESSETH:
WHEREAS, Micron is a public corporation with 409 registered
stockholders owning of record or beneficially 3,965,200 shares of the
corporation's common stock, par value $0.001 per share; and
WHEREAS, PM desires to obtain equity and management control of
Micron in exchange for all of its outstanding stock in exchange for 98% of the
outstanding stock of Micron whereby PM will become a wholly owned subsidiary of
Micron.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises, agreements and covenants herein contained, the parties hereto hereby
agree as follows:
1. [REPRESENTATIONS AND WARRANTIES OF PM] PM hereby represents and
warrants to Micron that:
(a) PM is a corporation duly incorporated under the laws of
the State of California and is not qualified to do business in any other State.
PM has the corporate power to conduct its business as is now being conducted.
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(b) PM, on the date hereof and at the Closing date hereinafter
provided, owns free and clear of all liens, charges and encumbrances, all of
those assets appearing on the un- audited financial statements for the period
ended December 31, 2001 which are marked Exhibit AA@, and which are attached
hereto and incorporated herein by this reference.
(c) PM has good and marketable title to all of the property
and assets, Set forth in Exhibit AA@.
(d) PM has no obligations, liabilities or commitments,
contingent or otherwise, of a material nature which are not provided for with
respect to those assets listed on Exhibit A.
(e) Since December 31, 2001, PM has had no change in the
nature of the business of PM, nor in the financial condition of the assets being
conveyed, other than changes in the usual and ordinary course of business, none
of which has been materially adverse and PM has not incurred any obligations or
liabilities or made any commitments other than in the usual and ordinary course
of business.
(f) PM is not a defendant, nor a plaintiff against whom a
claim has been asserted, in any litigation, pending or threatened, nor has any
material claim or investigation been made or asserted against PM, nor a
plaintiff against whom a counterclaim has been asserted, in any litigation,
pending or threatened, nor are there any proceedings threatened or pending
before any federal, state or municipal government, or any department, board,
body or agency thereof, involving PM.
(g) PM is not in default in any material respect under any
agreement to which it is a party, nor in the payment of any of its obligations.
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(h) PM will not re-capitalize by a reverse split of the Common stock
authorized by the terms of this Exchange Agreement for a period of one year from
the date hereof.
2. [REPRESENTATIONS AND WARRANTIES OF MICRON] Micron represents and
warrants to PM that:
(a) Micron is a corporation duly organized and validly
existing and in good standing under the laws of the State of Nevada and is not
qualified to transact business in any other state. Micron has the corporate
power to carry on its business as now being conducted.
(b) Micron has an authorized capitalization of 100,000,000
shares, of which There are issued and outstanding 3,965,000 shares of common
stock, par value $0.001 per share, owned of record or beneficially by no less
than 409 registered shareholders. There are no other authorized or outstanding
equity or debt securities of Micron of any class, kind or character, and there
are no outstanding subscriptions, options, warrants or other agreements or
commitments obligating Micron to issue any additional shares of its capital
stock of any class, or any options or rights with respect thereto, or any
securities convertible into any shares of stock of any class.
(c) Certified copies of the Articles of Incorporation and
By-Laws of Micron, which have been heretofore furnished to PM by Micron, are
true and correct copies, including all amendments thereto. Copies of the
registration statement on Form 10SB filed with the Securities and Exchange
Commission and the amendments thereto have been delivered to PM. Copies of Forms
10Q for March 31, 2001, June 30, 2001, September 30, 2001 and Form 10KSB for
December 2000 have been delivered to PM.
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(d) Micron has delivered to PM its un-audited financial
statements which are attached hereto as Exhibit AB@ for the periods ended
September 30, 2001, June 30, 2001, March 31, 2001 and audited financial
statements for December 31, 2001. The financial statements of Micron accurately
set forth the financial condition of Micron as of the dates specified, prepared
in conformity with generally accepted accounting principles consistently
applied.
(e) Micron has good and marketable title to all of its
property and assets subject to no mortgage, pledge, lien or other encumbrance
except as disclosed in the financial statements attached as Exhibit AB@.
(f) As of the date of the financial statements, Micron has no
obligations, liabilities, or commitments, contingent or otherwise, of a
material nature, except as set forth in
the financial statements attached as Exhibit AB@.
(g) Since the date of the aforementioned financial statements,
there has been no change in the nature of the business of Micron, nor in its
financial condition or property, other than changes in the usual and ordinary
course of business, none of which has been materially adverse, and Micron has
incurred no obligations or liabilities or made any commitments other than in the
usual and ordinary course of business, none of which singularly or collectively
are material, except as disclosed in Exhibit AB@.
(h) Micron is not a party to any employment contract with any
officer, director, or stockholder, or to any lease, agreement or other
commitment, nor to any pension, insurance, profit sharing, stock purchase or
bonus plan, except as disclosed in Exhibit AB@.
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(i) Micron is not a defendant, nor a plaintiff against whom a
counterclaim has been asserted, in any litigation, pending or threatened, nor
has any claim or investigation been made or asserted against Micron, nor are
there any proceedings threatened or pending before any federal, state or
municipal government, or any department, board, body or agency thereof,
involving Micron, except as disclosed in Exhibit AB@.
(j) Micron is not in default under any agreement to which it
is a party, nor in the payment of any of its obligations.
(k) Between the date of the financial statements and the
closing, Micron will not have (i) paid or declared any dividends on or made any
distributions in respect of, or issued, purchased or redeemed, any of the
outstanding shares of its Micron stock, or issued any additional shares of its
Micron stock, or (ii) made or authorized any changes in its Articles of
Incorporation, or in any amendment thereto, or in its By-Laws, or (iii) made any
commitments or disbursements or incurred any obligations or liabilities which
are not in the usual and ordinary course of business, or (iv) mortgaged or
pledged or subjected to any lien, charge or other encumbrance any of its assets,
tangible or intangible, or (v) sold, leased, or transferred or contracted to
sell, lease or transfer any assets, tangible or intangible, or entered into any
other transactions, or (vi) made any loan or advance to any stockholder of
Micron, or to any other person, firm, or corporation, or (vii) made any change
in any existing employment agreement or increased the compensation payable or
made any arrangement for the payment of any bonus to any officer, director,
employee or agent, except as set forth in Exhibit AB@ hereof.
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(l) This Exchange Agreement has been duly executed by Micron,
by its President who has been duly authorized to do so by the Board of
Directors, and the execution and performance of this Exchange Agreement will not
violate, or result in a breach of, or constitute a default in its Articles of
Incorporation, any agreement, instrument, judgment, order or decree to which
Micron is a party, or to which Micron or any of its properties are subject, nor
will such execution and performance constitute a violation of or conflict with
any fiduciary duty to which Micron is subject, to the best of Micron's
knowledge.
(m) Micron has timely filed or timely filed necessary
extensions with the appropriate governmental authorities, all tax and other
returns required to be filed by it. Such returns are true and complete and all
taxes shown thereon to be due, have been paid.
(n) Micron is not in default with respect to any order, writ,
injunction, or decree of any court of federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
and there are no actions, suits, claims, proceedings or investigations pending,
or to the knowledge of Micron, threatened against or affecting Micron, at law or
in equity, or before or by any federal, state, municipal, or other governmental
court, department, commission, board, bureau, agency or instrumentality,
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domestic or foreign. Micron has complied in all material respects with all laws,
regulations and orders applicable to its business.
(o) No representation or warranty in this section, nor
statement in any document, certificate or schedule furnished or to be furnished
pursuant to this Exchange Agreement by Micron, or in connection with the
transactions contemplated hereby, contains or contained any untrue statement of
a material fact, nor does or will omit to state a material fact necessary to
make any statement of fact contained herein or therein not misleading.
3. [DATE AND TIME OF CLOSING] The Closing shall be held on Friday March
1, 2002, at 10:00 a.m. local time, at 00 Xxxx Xxxxxxx Xxxxxx, Xxxx, Xxxxxx
00000, or at such other time and place as may be mutually agreed upon between
the parties in writing.
4. [EXCHANGE OF SHARES OF STOCK] The mode of carrying into effect the
exchange of stock provided for in this Exchange Agreement shall be as follows:
(a) Micron shall call and convene a stockholders meeting by
majority action on March 1, 2002 to authorize the following amendments to the
Articles of Incorporation.
(i) to change the corporate name to PanaMed Corporation.
(ii) to effect a 1 for 10 reverse split of the outstanding stock from
3,965,200 shares to 396,520 shares.
(iii) to authorize a capitalization of 100,000,000 shares common stock and
10,000,000 shares of preferred stock with a par value of $.01 per share.
(iv) to provide for a term of three years for directors with one third of
the Board elected annually.
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(b) Micron shall call and convene a Board of Directors meeting
and authorize the following actions:
(i) The issuance of approximately 21,000,000 shares in exchange for all
the outstanding stock in PM on a 1 for 1 basis with a result that the
California corporation becomes a wholly owned subsidiary of Micron.
(ii) the election of the nominees of PM to comprise the Board of Directors
of Micron.
(iii) Acceptance of resignation of Xxxxxxxx Xxxxxx as an officer and
director.
5. [FINDERS= FEES] Each party represents to the other that it has not
employed any other broker or agent, or entered into any other agreement for the
payment of any finders= fees or compensation to any other person, firm or
corporation in connection with this transaction.
6. [NOTICES] Any notice under this Exchange Agreement shall be deemed
to have been sufficiently given if sent by registered or certified mail, postage
prepaid, or other sufficient form of delivery addressed as follows:
/ / /
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If to Micron, to: If to PM, to:
Micron Solutions, Inc. PanaMed, Inc.
0000 X. Xxxxx Xxxx, Xxxxx #000 000 Xxxxxxxxxxxx Xxx. Xxxxx #X
Xxxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
or to any other address or addresses which the parties may hereafter designate.
7. [FURTHER ASSURANCES] Each party hereto hereby agrees to take any
further action necessary or desirable to carry out the provisions of this
Exchange Agreement.
8. [COUNTERPARTS] This Exchange Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall be an original,
but all such counterparts shall constitute one and the same instrument.
9. [MERGER CLAUSE] This Exchange Agreement supersedes all prior
agreements and understandings between the parties and may not be changed or
terminated orally, and no attempted change, termination or waiver of any of the
provisions hereof shall be binding unless in writing and signed by the parties
hereto.
10. [GOVERNING LAW] This Exchange Agreement shall be governed by and
construed according to the laws of the State of Nevada. / / /
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IN WITNESS WHEREOF, the parties hereto have caused this Exchange
Agreement to be executed the day and year first above written.
MICRON SOLUTIONS, INC. PANAMED, INC.
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By: /s/ Xxxxxxxx Xxxxxx By /s/ Xxxxxx X. Xxxx
Xxxxxxxx Xxxxxx Xxxxxx X. Xxxx
President President & Exchange Agent for the
Micron Solutions, Inc. stockholders of PanaMed, Inc.
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