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EXHIBIT 10.48
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT 0F 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made this 15th day of April, 1999, by and among LAL Ventures
Corp., a Florida corporation, (the "ISSUER"), and Xxxx X. Xxxxxxx, ("EPL"), and
Xxxxxxxx.xxx Limited, a corporation organized under the laws of Ireland
("Cyberoad")
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of this
Agreement, the ISSUER agrees to issue to Cyberoad, 8,710,410 shares of the
restricted common stock of ISSUER, $0.01 par value (the "Shares"), in exchange
for 100% of the issued and outstanding shares of Cyberoad such that Cyberoad
shall become a wholly owned subsidiary of the ISSUER. As a material inducement
to the transaction, EPL will cancel 2,000,000 shares of his common stock of the
ISSUER.
2. REPRESENTATIONS AND WARRANTIES. ISSUER and EPL represent and
warrants to Cyberoad the following:
i. Organization. ISSUER is a corporation duly organized, validly
existing, and in good standing under the laws of Florida, and has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in Florida. All actions taken
by the Incorporators, directors and shareholders of ISSUER have been valid and
in accordance with the laws of the State of Florida.
ii. Capital. The authorized capital stock of ISSUER consists of
50,000,000 shares of common stock, $0.001 par value, of which 5,025,000 shares
are issued and outstanding. Of these 5,025,000 shares, the EPL owns 5,000,000
shares. All outstanding shares are fully paid and non assessable, free of liens,
encumbrances, options, restrictions and legal or equitable rights of others not
a party to this Agreement. At closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating ISSUER to issue or to transfer from
treasury any additional shares of its capital stock. None of the outstanding
shares of ISSUER are subject to any stock restriction
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agreements. All of the shareholders of ISSUER have valid title to such shares
and acquired their shares in a lawful transaction and in accordance with the
laws of Florida.
iii. OTC Bulletin Board Listing. The Company is currently listed on
the OTC Electronic Bulletin Board with the following trading symbol: LALV.
iv. Financial Statements. The audited Financial Statements of the
ISSUER as of August 31, 1999, and the related statements of income and retained
earnings for the period then ended have been prepared in accordance with
generally accepted accounting principles consistently followed by ISSUER
throughout the periods indicated, and fairly present the financial position of
ISSUER as of the date of the financial statements.
v. Absence of Changes, Since the date of the financial
statements, there has not been any change in the financial condition or
operations of ISSUER, except changes in the ordinary course of business, which
changes have not in the aggregate been materially adverse.
vi. Liabilities. ISSUER does not have any debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or otherwise,
and whether due or to become due, that is not reflected on the ISSUERS'
financial statement. ISSUER is not aware of any pending, threatened or asserted
claims, lawsuits or contingencies involving ISSUER or its common stock. There is
no dispute of any kind between ISSUER and any third party, and no such dispute
will exist at the closing of this Agreement. At closing, ISSUER will be free
from any and all liabilities, liens, claims and/or commitments.
vii. Ability to Carry Out Obligations. ISSUER has the right, power,
and authority to enter into and perform its obligations under this Agreement.
The execution and delivery of this Agreement by ISSUER and the performance by
ISSUER of its obligations hereunder will not cause, constitute, or conflict with
or result in (a) any breach or violation or any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, bylaw, or other agreement or instrument
to which ISSUER or its shareholders are a party, or by which, they may be bound,
nor will any consents or authorizations of any party other than those hereto be
required, (b) an event that would cause ISSUER to be liable to any party, or (c)
an event that would result in the creation or imposition or any lien, charge or
encumbrance on any asset of ISSUER or upon the securities of ISSUER to be
acquired by SHAREHOLDERS.
viii. Full Disclosure. None of representations and warranties made
by the ISSUER, or in any certificate or memorandum furnished or to be furnished
by the ISSUER, contains or will contain any untrue statement of a material
fact, or omit any material fact the omission of which would be misleading.
ix. Contract and Leases. ISSUER is not currently carrying on any
business and is not a party to any contract, agreement or lease. No person holds
a power of attorney from ISSUER.
x. Compliance with Laws. To the best of its knowledge, ISSUER has
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complied with, and is not in violation of any federal, state, or local statute,
law, and/or regulation.
xi. Litigation. ISSUER is not (and has not been) a party to any
suit, action, arbitration, or legal, administrative, or other proceeding, or
pending governmental investigation. To the best knowledge of the ISSUER, there
is no basis for any such action or proceeding and no such action or proceeding
is threatened against ISSUER and ISSUER is not subject to or in default with
respect to any order, writ, injunction, or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality.
xii. Conduct of Business. Prior to the closing, ISSUER shall
conduct its business in the normal course, and shall not (1) sell, pledge. or
assign any assets (2) amend its Articles of Incorporation or Bylaws, (3) declare
dividends, redeem or sell stock or other securities, (4) incur any liabilities,
(5) acquire or dispose of any assets, enter into any contract, guarantee
obligations of any third party, or (6) enter into any other transaction.
xiii. Corporate Documents. Copies of each of the following
documents, which are true complete and correct in all material respects, will be
attached to and made a part of this Agreement:
(1) Articles of Incorporation;
(2) Bylaws;
(3) Minutes of Shareholders Meetings;
(4) Minutes of Directors Meetings;
(5) List of Officers and Directors;
(6) Audited Financial Statements of the Company dated
August 31, 1998 statements described in
Section 2(iii);
(7) Stock register and stock records of ISSUER and a
current, accurate list of ISSUER's shareholders.
xiv. Documents. All minutes. consents or other documents pertaining
to ISSUER to be delivered at closing shall be valid and in accordance with the
laws of Florida.
xv. Title. The Shares to be issued pursuant to this Agreement will
be, at closing, free and clear of all liens, security interests, pledges,
charges, claims, encumbrances and restrictions of any kind. None of such Shares
are or will be subject to any voting trust or agreement. No person holds or has
the right to receive any proxy or similar instrument with respect to such
shares, except as provided in this Agreement, the ISSUER is not a party to any
agreement which offers or grants to any person the right to purchase or acquire
any of the securities to be issued pursuant to this Agreement. There is no
applicable local, state or federal law, rule, regulation, or decree which would,
as a result of the issuance of the Shares, impair, restrict or delay any voting
rights with respect to the Shares.
3 Cyberoad represents and warrants to ISSUER the following:
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i. Organization. Cyberoad is a corporation duly organized,
validly existing, and in good standing under its state laws of incorporation and
has all necessary corporate powers to own properties and carry on a business,
and is duly qualified to do business and is in good standing in Nevada. All
actions taken by the Incorporators, directors and shareholders of Cyberoad have
been valid and in accordance with the laws of Ireland.
ii. Counsel. Cyberoad represents and warrants that prior to
Closing, it has been represented by independent counsel.
4. INVESTMENT INTENT. Cyberoad is acquiring the Shares for its own
account for purposes of investment and without expectation, desire, or need for
resale and not with the view toward distribution, resale, subdivision, or
fractionalization of the Shares.
5. CLOSING. The closing of this transaction shall take place at the law
offices of Xxxx X. Xxxxxxx, 0000 X.X. 000xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx,
00000. Unless the closing of this transaction takes place on or before April
30, 1999, then either party may terminate this Agreement.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER
(1) Board of Directors Minutes authorizing the issuance of a
certificate or certificates for the 8,710,410 shares to be issued to Cyberoad
pursuant to this Agreement.
(2) Instructions to the ISSUER's transfer agent to cancel
2,000,000 shares of EPL's common stock of the ISSUER.
(3) The resignation of the current officers and directors of
ISSUER.
(4) A Board of Directors resolution appointing such persons
as Cyberoad designates as a director(s) of ISSUER.
(5) Audited financial statements of ISSUER for the period
ending August 30,1999.
(6) All of the business and corporate records of ISSUER,
including but not limited to correspondence files, bank statements, checkbooks,
savings account books, minutes of shareholder and directors meetings, financial
statements, shareholder listings, stock transfer records, agreements and
contracts.
ii. Cyberoad.
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(1) Delivery to the ISSUER, or to its Transfer Agent, the
certificates representing 100% of the issued and outstanding stock of Cyberoad.
7. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit, or add to the meaning of any provision of
this Agreement.
ii. No Oral Change. This Agreement and any provision hereof, may
not be waived, changed, modified, or discharged orally, but only by an agreement
in writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
iii. Choice of Law. This Agreement shall be exclusively governed
by and construed in accordance with the laws of the State of Florida, if any
action is brought among the parties with respect to this Agreement or otherwise.
by way of a claim or counterclaim, the parties agree that in any such action,
and on all issues, the parties irrevocably waive their right to a trial by jury.
Exclusive jurisdiction and venue for any such action shall be the State Courts
of Miami-Dade County, Florida. In the event suit or action is brought by any
party under this Agreement to enforce any of its terms, or in any appeal
therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
iv. Non-Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (I) the failure of any party to insist
in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
v. Time of Essence. Time is of the essence of this Agreement and
of each and every provision hereof
vi. Entire Agreement. This Agreement contains the entire Agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings.
vii. Counterparts. This Agreement may be executed simultaneously 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.
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viii. Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given on the date of service if served personally on the party to
whom notice is to be given, or on the third day after mailing if mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, and by fax, as follows:
ISSUER: Xxxx X. Xxxxxxx, Esquire
and EPL 0000 X.X. 000xx Xxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Cyberoad: Xxxxxxxx.xxx Limited
c/o Calvex International Inc.
0000 Xxxxxxx Xx., Xxxxx 000
Xxxxxxxxx, XX Xxxxxx X0X 0X0
Copy to: Xxxxx X.X. XxXxxxxxx, Esquire
Xxxxxxx and Beam
0 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxx XX 00000
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IN WITNESS WHEREOF, the undersigned has executed this Agreement on April
15, 1999.
LAL VENTURES CORP. XXXXXXXX.XXX LIMITED
By: By:
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Xxxx X. Xxxxxxx, President Xxxx Xxxxxx, President
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Xxxx X. Xxxxxxx, Individually as the
Selling Shareholder
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