EX-2.1
Agreement For The
Exchange Of Common Stock
Dated April 2, 1999
Between
SolutionNet International, Inc.
And
SR Singapore, Pte., Ltd
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW. 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 2nd day of April, 1999 by and between SOLUTIONNET
INTERNATIONAL, INC., a Minnesota corporation (hereinafter, called "ISSUER") and
XXXXXXXX GROUP LIMITED (hereinafter, called "SHAREHOLDER"), which SHAREHOLDER
own all of the issued and outstanding shares of SR SINGAPORE PTE, LTD, a
Singapore corporation (hereinafter, called "SR SINGAPORE").
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 the SHAREHOLDERS, 10,500,000
shares of common stock of the ISSUER, $0.001 par value (hereinafter, called
the "SHARES"), in exchange for 100% of the issued and outstanding shares of
SR SINGAPORE, such that SR SINGAPORE shall become a wholly owned subsidiary
of the ISSUER.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to
SHAREHOLDERS and SR SINGAPORE the following:
i ORGANIZATION. ISSUER is a corporation duly organized, validly
existing, and in good standing under the laws of Minnesota, and has
all the necessary corporate powers to own properties and carry on a
business, and is duly qualified to do business and is in good standing
in Minnesota. All actions taken by the incorporators, directors and
shareholders of the ISSUER have been valid and in accordance with the
laws of the State of Minnesota.
ii CAPITAL. The authorized capital stock of the ISSUER is 20,000,000
shares of common stock, $0.01 par value, of which 174,999 are issued
and outstanding after the four to one stock split. 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 the treasury any additional shares of its capital stock.
None of the outstanding shares of the ISSUER are subject to any stock
restriction agreements. All of the shareholders of the ISSUER have
valid title to such shares and acquired their shares in a lawful
transaction and in accordance with the laws of the State of Minnesota.
iii. FINANCIAL STATEMENT. Exhibit B to this Agreement includes the balance
sheet of the ISSUER as of December 31, 1998, for the period then
ended. The balance sheet has been prepared in accordance with
generally accepted accounting principles consistently followed by the
ISSUER throughout the period indicated, and fairly present the
financial position of the ISSUER as of the date of the balance sheet,
and the results of its operations for the period indicated.
iv. ABSENCE OF CHANGE. Since the date of the balance sheet, there has not
been any change in the financial condition or operations of the
ISSUER, except changes in the ordinary course of business, which
changes have not, in the aggregate, been materially adverse.
v 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
ISSUER'S financial statement. ISSUER is not aware of any pending,
threatened or asserted claims, lawsuits or contingencies involving the
ISSUER or its common stock. There is no dispute of any kind between
the ISSUER and any third party, and no such dispute will exist at the
closing of this Agreement. At the closing, ISSUER will be free from
any and all liabilities, liens, claims and/or commitments.
vi ABILITY TO CARRY OUT OBLIGATION. 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 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 the 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) any event that would cause the ISSUER to be liable to
any party, or (c) any event that would result in the creation or
imposition or any lien, charge or encumbrance on any assets of the
ISSUER or upon the securities of the ISSUER to be acquired by the
SHAREHOLDERS.
vii. FULL DISCLOSURE. None of the representations and warranties made by
the ISSUER, or 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.
viii.CONTRACTS 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.
ix. COMPLIANCE WITH THE LAWS. ISSUER has complied with, and is not in
violation of any federal, state or local statue, law, and/or
regulation pertaining to ISSUER. ISSUER has complied with all federal,
and state securities laws in connection with the issuance, sale and
distribution of its securities.
X. 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 of the knowledge of
the ISSUER, there is no basis for any such action or proceeding and no
such action or proceeding is threatened against the 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.
xi. CONDUCT OF BUSINESS. Prior to the closing, the ISSUER shall conduct
business in the normal course, and shall not (a) sell, pledge, or
assign any assets, (b) amend its article of incorporation or By-laws,
(c) declare dividends, redeem or sell stock or other securities, (d)
incur any liabilities, (e) acquire or dispose of any assets, enter
into any contract, guarantee obligations of any third party, or (f)
enter into any other transaction.
xii. CORPORATE DOCUMENTS. Copies of each of the following documents, which
are true, complete and correct in all material respects, will be
attached hereto and made an integral part hereof to this Agreement:
(1) Articles of Incorporation;
(2) By-laws;
(3) Minutes of Shareholders Meetings;
(4) Minutes of Directors Meetings;
(5) List of Officers and Directors;
(6) Balance Sheet as described in Section 2(iii); and
(7) Stock register and stock records of the ISSUER and a current,
accurate list of the ISSUER's shareholders.
xiii.DOCUMENTS. All minutes, consents or other documents pertaining to the
ISSUER to be delivered at the closing shall be valid and in accordance
with the laws of the State of Minnesota.
xiv TITLE. The Shares to be issued to the SHAREHOLDERS will be, at the
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 any right to receive any proxy or similar
instrument with respect to such shares, except as provided for 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 to the SHAREHOLDERS. 'Mere is no applicable
local, state or federal law, rule or regulation, or decree which
would, as a result of the issuance of the Shares to SHAREHOLDERS,
impair, restrict, or delay SHAREHOLDERS' voting rights with respect to
the Shares.
xv. LOCK-UP. ISSUER will cause, to the extent requested by any
underwriter, broker-dealer, market maker, or the like, of securities
of ISSUER, the shareholders of ISSUER to agree not to sell or
otherwise transfer or dispose of any or all of the shares of ISSUER
presently outstanding, during any period of time as so requested. In
order to enforce the foregoing covenant, ISSUER agrees to impose
stop-transfer instructions as to such stock.
3. SHAREHOLDERS AND SR SINGAPORE REPRESENT AND WARRANT TO THE ISSUER THE
FOLLOWING:
i. ORGANIZATION. SR SINGAPORE is a corporation, duly organized, validly
existing, and in good standing under the laws of the Country of
Singapore, and has all the necessary corporate powers to own
properties and carry on a business, and is duly qualified to do
business and is in good standing in the Country of Singapore. All
actions taken by the incorporators, directors and shareholders of the
SR SINGAPORE have been valid and in accordance with the laws of the
Country of Singapore.
ii. SHAREHOLDERS AND ISSUED STOCK. Exhibit A attached hereto and made an
integral part hereof, sets forth the names and shareholdings of 100% of
the SHAREHOLDERS. In addition to the shareholdings so listed, SR
SINGAPORE has commitments to issue additional shares in future as
follows:
a. To Xxxxxxxx Corporation, or its successors, shares in an amount
based on increases in net income of the business acquired by SR
SINGAPORE over the next three (3) years.
iii. COUNSEL. SHAREHOLDERS and SR SINGAPORE represent and warrant prior to
the Closing, that they are represented by independent counsel or have
had the opportunity to retain independent counsel to represent them in
this transaction.
4. INVESTMENT INTENT. SHAREHOLDERS agree that the Shares being issued pursuant
to this Agreement may be sold, pledged, assigned, hypothecated or otherwise
transferred, with or without consideration (hereinafter called a
"Transfer"), only 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
ISSUER. SHAREHOLDERS agree prior to any Transfer, to give written notice to
the ISSUER expressing SHAREHOLDER's desire to effect such Transfer and
describing the proposed Transfer.
5. CLOSING. The closing of this transaction shall take place at the offices of
Xxxx Hallitex Corporation 0000 Xxxxxxxxx Xxx. Suite 102P, Marina del Rey,
CA. 90292, upon receipt or exchange, as the case may be of the items
referenced in Section 6, below. Unless the closing of this transaction
takes place on or before March 8, 1999, then either party may terminate
this Agreement.
6. DOCUMENTATION TO BE DELIVERED AT CLOSING.
i. BY THE ISSUER
(1) Board of Directors Minutes authorizing the issuance of a
certificate or certificates for 10,500,000 Shares, registered in
the names of the SHAREHOLDERS, equal to their pro-rata holdings
in SR SINGAPORE.
(2) The resignation of all officers of ISSUER.
(3) A Board of Directors resolution appointing such person as
SHAREHOLDERS designate as a director(s) of ISSUER.
(4) The resignation of all directors of ISSUER, except that of
SHAREHOLDER's designee(s), dated subsequent to the resolution
described in 3, above and Xx. Xxxxxxx X. Xxxxxx who will remain
current President and CEO of the company
(5) Balance sheet of ISSUER, dated September 30, 1998 for the period
then ended.
(6) All 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.
(7) Such other minutes of ISSUER's shareholders or directors as may
reasonably be required by SHAREHOLDERS.
ii. BY SHAREHOLDERS AND SR SINGAPORE:
(1) Delivery to the ISSUER, or to its Transfer Agent, of the
certificates representing 100% of the issued and outstanding
stock of SR SINGAPORE.
(2) Consents signed by a majority of SHAREHOLDERS of SR SINGAPORE
consenting to the terms of this Agreement.
7. REMEDIES.
i. ARBITRATION. Any controversy or claim arising out of, or relating to,
this Agreement, or the making, performance, or interpretation thereof,
shall be settled by arbitration in Los Angeles County, California in
accordance with the Rules of the American Arbitration Association then
existing, and judgment on the arbitration award may be entered in any
court having jurisdiction over the subject matter of the controversy.
8. 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. The Agreement and any provision hereof, may not be
waived, changes, modified, or discharged orally, but only by agreement
in writing signed by the party against whom enforcement of any waiver,
change, modification, or discharge is sought.
iii.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.
iv. TIME OF ESSENCE. Time is of the essence of the Agreement and of each
and every provision hereof.
V. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings.
vi. COUNTERPARTS. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed as original, but all
of which together shall constitute one and the same instrument.
vii.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 the notice is to be given, or 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 address, and by
fax, as follows:
SR SINGAPORE : ISSUER:
-------------- -------
SR Singapore Pte, Ltd SOLUTIONNETINTERNATIONAL, INC.
00 Xxxxx Xxxx, #00 55/57 0000 Xxxxxxxxx Xxx, 000X
Xxxxxxxxx 000000 Marina del Rey, CA 90292
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 28th day of
March, 1999.
SR SINGAPORE Pte, Ltd. SOLUTIONNET INTERNATIONAL, INC.
---------------------------------- ----------------------------------
Xxxxxx Xxxxxxxxxxxx, as per the Xxxxxxx X. Xxxxxx, as per the
approval ofthe board of directors approval of the board of directors
and shareholders and shareholders
