COMMON STOCK SHARE EXCHANGE AGREEMENT by and among HIGH ROAD INTERNATIONAL, INC., a Nevada Corporation and GLOBAL IT HOLDINGS, INC., a Nevada Corporation effective as of June 14, 2005
COMMON
STOCK
SHARE
EXCHANGE AGREEMENT
by
and
among
HIGH
ROAD
INTERNATIONAL, INC.,
a
Nevada
Corporation
and
GLOBAL
IT
HOLDINGS, INC.,
a
Nevada
Corporation
effective
as of June 14, 2005
THIS
COMMON STOCK SHARE EXCHANGE AGREEMENT (the "Agreement"), made
and
entered into this 14th day
of
June, 2005, by and among Global IT Holdings, Inc., a Nevada
corporation with its principal place of business located at 000 0xx
Xxxxxx, Xxx Xxxx, XX 00000
("Global") and High Road International, Inc., a Nevada corporation with its
principal place of
business at 0000 X. Xx Xxxxxx Xxxx, Xxxxx X000, Xxxxxxxxx, XX 00000 ("HRDI"
or
the "Company").
For purposes of this Agreement, Global shall refer to both Global IT Holdings,
Inc., and
the
shareholders of Global IT Holdings, Inc. Global and HRDI shall be referred
to
herein individually
as a "Party" and collectively as "Parties."
In
consideration of the mutual covenants, guarantees and warrantees described
more
fully herein, this Agreement provides for the issuance of HRDI common shares
and
ten shares of
HRDI
Preferred Series A shares, which shall be exchanged for 100% of the issued
and
outstanding
common shares of
Global
(the "Transaction").
ARTICLE
I
REPRESENTATIONS,
COVENANTS AND WARRANTIES OF HRDI
As
an
inducement to and to obtain the reliance of Global, HRDI and the HRDI
Shareholders
represent and warrant as follows:
Section
1.1 Organization.
HRDI
is a
corporation duly organized under the laws of Nevada
and has the corporate power and is duly authorized to carry on its business
in
all material
respects as it is now being conducted, including qualification to do business
as
a foreign
corporation in the jurisdiction in which the character and location of the
assets owned by it
or the
nature of the business transacted by it requires qualification. Included in
Section 1.1 of the
HRDI
Disclosure Schedule (attached hereto) are complete and correct copies
of
the
HRDI
articles
of incorporation, bylaws and amendments thereto as in effect on the date hereof.
The execution
and delivery of this Agreement does not, and the consummation of the
transactions contemplated
by this Agreement in accordance with the terms hereof will not, violate any
provision
of HRDI's articles of incorporation or bylaws. HRDI has full power, authority
and legal right
and
has taken all action required by law, its articles of
incorporation,
and its bylaws or otherwise
to authorize the execution and delivery of this Agreement.
Section
1.2 Capitalization.
The
authorized capitalization of HRDI consists of 750,000,000
Common Shares, $.001 par value per share, and 10,000,000 shares of preferred
shares
with no preferred shares outstanding. Ten shares of Series A Preferred Stock
shall be issued
with the execution of
this
Agreement. Immediately prior to the Closing Date, HRDI shall have
397,500,000 common shares issued and outstanding and no preferred shares issued
and outstanding.
The Series A Preferred Stock shall have the rights and designations set forth
on
Schedule
1.2. All issued and outstanding shares are legally issued, fully paid and
non-assessable
and are not issued in violation of the preemptive or other rights of any person.
HRDI
has
no agreements contemplating the issuance of any additional securities, warrants
or options
by HRDI except the Convertible Debentures set forth on Schedule
1.4.
Section
1.3 Subsidiaries.
HRDI
has
no subsidiaries.
2
Section
1.4 Tax
Matters: Books and Records.
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(a)
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The
available financial books and records of HRDI have been presented
to Global,
and those presented financial books and records represent all of
the
available
financial books and records in the possession of the HRDI executive
team;
and
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(b)
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Other
than those tax liabilities disclosed in Section 1.4(c) of the
HRDI
Disclosure Schedule,
HRDI has no liabilities with respect to the payment of any country,
federal,
state, county, or local taxes (including any deficiencies, interest
or
penalties).
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(c)
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At
or prior to closing, all of the outstanding liabilities of
HRDI known by
HRDI to exist during the term of office of the current officers,
shall be
satisfied, cancelled, or
otherwise extinguished so that there shall be no known outstanding
debts
or liabilities
in HRDI except for the Convertible Debenture set forth on Schedule
1.4(b).
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Section
1.5 Litigation
and Proceedings. There
are
no known actions, suits, proceedings
or investigations pending or threatened by or against or affecting HRDI or
its
properties,
at law or in equity, before any court or other governmental agency or
instrumentality, domestic
or foreign or before any arbitrator of any kind that would have a material
adverse affect
on
the business, operations, financial condition or income of HRDI. HRDI is not
in
default with
respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court,
arbitrator or governmental agency or instrumentality or of any circumstances
which, after reasonable
investigation, would result in the discovery of such a default.
Section
1.6 Material
Contract Defaults. HRDI
is
not in default in any material respect
under the terms of any outstanding contract, agreement, lease or other
commitment which
is
material to the business, operations, properties, assets or condition of HRDI,
and there is
no
event of default in any material respect under any such contract, agreement,
lease or other commitment
in respect of which HRDI has not taken adequate steps to prevent such a default
from
occurring.
Section
1.7 Information.
The
information concerning HRDI as set forth in this Agreement
and in the attached HRDI Disclosure Schedule is complete and accurate in all
material
respects and does not contain any untrue statement of a material fact or omit
to
state a material
fact required to make the statements made in light of the circumstances under
which they
were
made, not misleading.
Section
1.8 Title
and Related Matters. HRDI
has
title to no assets.
Section
1.9 Contracts.
On
the
Closing Date, other than those agreements and disclosures
contained in this Agreement:
(a)
There
are
no material contracts, agreements franchises, license agreements, or
other
commitments to which HRDI is a party or by which it or any of its properties
are
bound
exclusive of the pledge of the Company's assets pursuant to Section
5.6.
(b)
HRDI
is
not a party to any contract, agreement, commitment or instrument or subject
to any charter or other corporate restriction or any judgment, order,
writ, injunction,
decree or award materially and adversely affects, or in the future may (as
far as HRDI can now foresee) materially and adversely affect, the business,
operations, properties,
assets or conditions of HRDI; and
3
(c)
HRDI
is
not a party to any material oral or written: (i) contract for the employment
of
any
officer or employee; (ii) profit sharing, bonus, deferred compensation,
stock
option,
severance pay, pension benefit or retirement plan, agreement or arrangement
covered
by Title IV of the Employee Retirement Income Security Act, as amended; (iii)
agreement,
contract or indenture relating to the borrowing of money; (iv) guaranty of
any
obligation
for the borrowing of money or otherwise, excluding endorsements made for
collection
and other guaranties, of obligations, which, in the aggregate exceeds $1,000;
(v)
consulting or other contract with an unexpired term of more than one year or
providing
for payments in excess of $1,000 in the aggregate; (vi) collective bargaining
agreement;
(vii) contract, agreement or other commitment involving payments by it for
more
than
$1,000 in the aggregate.
Section
1.10 Compliance With Laws and Regulations. To
the
best of HRDI's knowledge
and belief, HRDI has complied with all applicable statutes and regulations
of
any federal,
state or other governmental entity or agency thereof, except to the
extent that noncompliance
would not materially and adversely affect the business, operations, properties,
assets
or
condition of HRDI or would not result in HRDI incurring material
liability.
Section
1.11 Insurance. HRDI
currently has no insurance policies of any kind in effect.
Section
1.12 Approval of Agreement. As
of the
Closing the directors of HRDI shall have
authorized the execution and delivery of the Agreement by and have approved
the
transactions
contemplated hereby.
Section
1.13 Material Transactions or Affiliations. At
and as
of the Closing, subject to
the
terms of this Agreement and the disclosures, covenants and warranties made
herein, there
are
no material contracts or agreements of arrangement between HRDI and any person,
who
was
at the time of such contract, agreement or arrangement an officer, director
or
person owning
of
record, or known to beneficially own ten percent (10%) or more of the issued
and
outstanding
Common Shares of HRDI and which is to be performed in whole or in part after
the
date hereof. HRDI has no commitment, whether written or oral, to lend any funds
to, borrow any money
from or enter into material transactions with any such affiliated
person.
Section
1.14 No Conflict With Other Instruments. The
execution of this Agreement and
the
consummation of the transactions contemplated by this Agreement will not result
in the breach
of
any term or provision of, or constitute an event of default under, any material
indenture,
mortgage, deed of trust or other material contract, agreement or instrument
to
which HRDI
is a
party or to which any of its properties or operations are subject
Section
1.15 Financial Statements. All
available HRDI accounting and financial reports
for the calendar year end 2003 and 2004 will be provided to Global prior to
close.
Section
1.16 Operations. There
has
been less than USD $20,000 HRDI business
activity since December 31, 2004.
4
ARTICLE
II
REPRESENTATIONS,
COVENANTS AND WARRANTIES OF GLOBAL
As
an
inducement to, and to obtain the reliance of HRDI, Global represents and
warrants as
follows:
Section
2.1 Organization.
Global
is
a corporation duly organized, validly existing and in good standing under the
laws of Nevada and has the corporate power and is duly authorized, qualified,
franchised and licensed under all applicable laws, regulations, ordinances
and
orders of
public
authorities to own all of its properties and assets and to carry on its business
in all material
respects as it is now being conducted, including qualification to do business
as
a foreign
entity in the country or states in which the character and location of the
assets owned by it
or the
nature of the business transacted by it requires qualification. Included in
Section 2.1 of the
Global Disclosure Schedule (as hereinafter defined) are complete and correct
copies of the articles
of incorporation, bylaws and amendments thereto as in effect on the date hereof.
The execution
and delivery of this Agreement does not and the consummation of the transactions
contemplated
by this Agreement in accordance with the terms hereof will not, violate any
provision
of Global's certificate of incorporation or bylaws. Global has full power,
authority and legal
right and has taken all action required by law, its articles of incorporation,
bylaws or otherwise
to authorize the execution and delivery of this Agreement.
Section
2.2 Capitalization. The
authorized capitalization of Global consists of 490,000,000
common shares, $.0001 par value and 10,000,000 preferred shares $.0001 par
value.
As
of the
Closing Date, there shall be 22,525,000 common shares issued and outstanding.
All issued and outstanding common shares have been legally issued, fully paid,
are non-assessable and not issued in violation of the preemptive rights of
any
other person. Global
has no other securities, warrants or options authorized or issued other than
as
described on
the
schedule attached hereto. A true and accurate list of the Global shareholders
is
included in
Section 2.2 of the Global Disclosure Schedule.
Section
2.3 Subsidiaries.
Global
has one subsidiary, Platinum IT Holdings, Inc.
Section
2.4 Tax
Matters; Books & Records.
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(a)
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The
books and records, financial and others, of Global are in all material
respects complete
and correct and have been maintained in accordance with good business
accounting practices; and
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(b)
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Global
has no liabilities with respect to the payment of any country,
federal,
state, county, local or other taxes (including any deficiencies,
interest
or penalties).
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(c)
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Global
shall remain responsible for all debts incurred prior to the Closing
Date.
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Section
2.5 Information.
The
information concerning Global as set forth in this Agreement
and in the attached Global Disclosure Schedule is complete and accurate in
all
material
respects and does not contain any untrue statement of a material fact or omit
to
state a material
fact required to make the statements made, in light of the circumstances
they
were
made, not misleading.
5
Section
2.6 Title
and Related Matters. Global
has good and marketable title to and is
the
sole and exclusive owner of all of its properties, inventory, interests in
properties and assets,
real and personal (collectively, the "Assets") free and clear of all liens,
pledges, charges or
encumbrances. All Global assets are listed in Section 2.6 of the Global
Disclosure Schedule. Except
as
set forth in Section 2.6(a) of the Global Disclosure Schedule, Global owns
free
and clear
of
any liens, claims, encumbrances, royalty interests or other restrictions or
limitations of any
nature whatsoever and all procedures, techniques, marketing plans, business
plans, methods
of management or other information utilized in connection with Global's
business. No third
party has any right to, and Global has not received any notice of infringement
of or conflict with
asserted rights of others with respect to any product, technology, data, trade
secrets, know-how,
proprietary techniques, trademarks, service marks, trade names or copyrights
which, singly
or
in the aggregate, if the subject of an unfavorable decision, ruling or finding,
would have a
materially adverse affect on the business, operations, financial conditions
or
income of Global or
any
material portion of its properties, assets or rights.
Section
2.7 Litigation and Proceedings. There
are
no actions, suits or proceedings pending
or threatened by or against or affecting Global, at law or in equity, before
any
court or other
governmental agency or instrumentality, domestic or foreign or before any
arbitrator of any kind that would have a material adverse effect on the
business, operations, financial condition, income
or
business prospects of Global. Global does not have any knowledge of any default
on its
part
with respect to any judgment, order, writ, injunction, decree, award, rule
or
regulation of any
court, arbitrator or governmental agency or instrumentality.
Section
2.8 Contracts. On
the
Closing Date, Global is not a party to any contract, agreement,
commitment or instrument or subject to any charter or other corporate
restriction or any
judgment, order, writ, injunction, decree or award which materially and
adversely affects, or in
the
future may (as far as Global can now foresee) materially and adversely affect,
the business,
operations, properties, assets or conditions of Global; and
Section
2.9 No
Conflict With Other Instruments. The
execution of this Agreement and
the
consummation of the transactions contemplated by this Agreement will not result
in the breach
of
any term or provision of, or constitute an event of default under, any material
indenture,
mortgage, deed of trust or other material contract, agreement or instrument
to
which Global
is
a party or to which any of its properties or operations are
subject.
Section
2.10 Material Contract Defaults. To
the
best of Global's knowledge and belief,
it is not in default in any material respect under the terms of any outstanding
contract, agreement,
lease or other commitment which is material to the business, operations,
properties, assets
or
condition of Global, and there is no event of default in any material respect
under any such
contract, agreement, lease or other commitment in respect of which Global has
not taken adequate
steps to prevent such a default from occurring.
Section
2.11 Governmental Authorizations. Global
has all licenses, franchises, permits
and other governmental authorizations that are legally required to enable it
to
conduct its
business operations in all material respects as conducted on the date hereof.
Except for compliance
with federal and state securities or corporation laws, no authorization,
approval, consent
or order of, or registration, declaration or filing with, any court or other
governmental body
is
required in connection with the execution and delivery by Global of
the transactions contemplated
hereby.
6
Section
2.12 Compliance with Laws and Regulations. Global
has complied with all applicable
statutes and regulations of any federal, state or other governmental entity
or
agency thereof,
except to the extent that noncompliance would not materially and adversely
affect the business,
operations, properties, assets or condition of Global or would not result in
Global's incurring
any material liability.
Section
2.13 Insurance. All
of
the insurable properties of Global are insured for Global's
benefit under valid and enforceable policy or policies containing substantially
equivalent
coverage and will be outstanding and in full force at the Closing
Date.
Section
2.14 Approval of Agreement. The
directors of Global have authorized the execution
and delivery of the Agreement and have approved the transactions contemplated
hereby.
Section
2.15 Material Transactions or Affiliations. As
of the
Closing Date, there will exist
no
material contract, agreement or arrangement between Global and any person who
was at
the
time of such contract, agreement or arrangement an officer, director or person
owning of record,
or known by Global to own beneficially, ten percent (10%) or more of the issued
and outstanding
Common Shares of Global and which is to be performed in whole or in part after
the date
hereof. Global has no commitment, whether written or oral, to lend any funds
to,
borrow any
money
from or enter into any other material transactions with, any such affiliated
person.
Section
2.16 Access to Information. Global
has received or had access to all documents,
records and other information pertaining to its investment in the HRDI Common
Stock that it has requested, including documents filed by HRDI under the
Exchange Act, and has
been
given the opportunity to meet or have telephonic discussions with the HRDI
representatives,
to ask questions of them, to receive answers concerning the terms and
conditions
of this investment and to obtain information that HRDI possesses or can acquire
without
unreasonable effort or expense that is necessary to verify the accuracy of
the
information
provided to the Global shareholders.
Section
2.17 Manner of Sale. At
no
time was Global presented with or solicited by or through
any leaflet, public promotional meeting, television advertisement or any other
form of general
solicitation or advertising relating to HRDI or any investment in HRDI common
stock.
ARTICLE
III
EXCHANGE
PROCEDURE AND OTHER CONSIDERATION
Section
3.1 Delivery
of Global and HRDI Common Stock Securities. On
theClosing
Date, HRDI shall issue 300,000,000 common shares ("HRDI Closing Shares")
representing,
post-issuance of the Closing Shares, 43.01% of the total number of issued and
outstanding
HRDI common shares to Global and the Global shareholders shall tender in
transferable
and assignable condition to HRDI, all 22,525,000 common shares representing
100%
of
the issued and outstanding shares of Global (the "Global Closing
Shares").
Section
3.2 Delivery
of HRDI Preferred Series A. In
addition to the HRDI Closing Shares
and in consideration of the delivery and exchange of the Global Closing
Shares, on the Closing
Date, HRDI shall deliver ten (10) shares of its Series A Preferred Stock to
Global. Prior to Closing, HRDI shall have caused to be designated with the
State
of Nevada (in substantially in
the
same form as the certificate of designation specimen attached hereto as Exhibit
D), a class
of
preferred stock, to be called "Preferred Series A" and each share of the
Preferred Series
A
shall convert into 195,250,000 HRDI common shares based on.the number of HRDI
issued and outstanding common shares as of the Closing Date. The Preferred
Series A shall be
subject to recapitalizations, reverse splits and other events that alter the
actual number of HRDI's
issued and outstanding common shares. For example, if subsequent to the Closing
Date,
HRDI was to effect a 1 for 100 reverse stock split, each Series A Preferred
share would convert
into 1,952,500 common shares.
7
Section
3.3 Additional
Obligations. At
or
prior to the Closing, Global shall tender, to the
attorney client trust account of The Xxxx Law Firm, Inc. ("TBLF"),
a
professional corporation, the sum of USD $26,000 (the "Closing Cash"). At the
Closing, TBLF shall release the
Closing Cash, less $3,500 ("Legal Fees") to Xxxxx Xxxx, HRDI's current Chairman
and CEO, so
that
payment may be made for HRDI obligations, designated in Section 5.5 of the
HRDI
Disclosure
Schedule, as those which are to be paid at the Closing using the Closing Cash.
The Legal
Fees shall be transferred to TBLF for services it rendered in connection with
the preparation
of this Agreement. HRDI agrees that at or prior to Closing, except the
Convertible Debentures
set forth on Schedule 1.4, it shall pay all of its outstanding obligations
known
by HRDI
to
exist during the term of office of the current officers, regardless of whether
the Closing Cash
is
sufficient to pay such expenses, so that post closing HRDI shall have no known
outstanding
liabilities except for the convertible debenture set forth on Schedule
1.4.
Section
3.4 Events Prior to Closing. Upon
execution hereof or as soon thereafter as
practical, management of HRDI and Global shall execute, acknowledge and deliver
(or shall cause
to
be executed, acknowledged and delivered) any and all certificates, opinions,
financial statements,
schedules, agreements, resolutions rulings or other instruments required by
this
Agreement
to be so delivered, together with such other items as may be reasonably
requested by
the
parties hereto and their respective legal counsel in order to effectuate or
evidence the transactions
contemplated hereby, subject only to the conditions to Closing referenced herein
below.
Section
3.5 Closing.
The
closing ("Closing") of the transactions contemplated by this Agreement
shall be on or about May 24, 2005 or as soon as legally practicable thereafter
("Closing
Date"); however, a Closing Date shall not occur beyond June 30, 2005
("Termination Date").
The
Closing shall not terminate the rights of the HRDI Shareholders under this
Agreement.
Section
3.6 Termination.
| (a) |
This
Agreement may be terminated by the board
of directors or majority interest of
Shareholders of either HRDI or Global, respectively, at any time prior to
the Closing
Date of the Termination Date
if:
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| (i) |
there
shall be any action or proceeding before
any court or any governmental
body which shall seek to restrain, prohibit or invalidate the transactions
contemplated by this Agreement and which, in the judgment of
such board of directors, made in good faith and based on the advice
of its legal counsel, makes it inadvisable to proceed with the
exchange contemplated by this Agreement;
or
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| (ii) |
any
of the transactions contemplated hereby are
disapproved by any regulatory authority whose approval is required
to
consummate such transactions.
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In
the
event of termination pursuant to this paragraph (a) of this Section 3.5, no
obligation,
right, or liability shall arise hereunder and each Party shall bear all of
the
expenses incurred
by it in connection with the negotiation, drafting and execution of this
Agreement and the
transactions herein contemplated.
| (b) |
This
Agreement may be terminated at any time
prior to the Closing Date by action of the
board of directors of HRDI, if Global shall fail to comply
in any material
respect with
any of its covenants or agreements contained in this Agreement
or if any
of the representations
or warranties of Global contained herein shall be inaccurate
in any
material
respect, which noncompliance or inaccuracy is not cured after
20 days
written
notice thereof is given to Global. If this Agreement is terminated
pursuant to this
paragraph (b) of this Section 3.5, this Agreement shall be
of no further
force or effect
and no obligation, right or liability shall arise
hereunder.
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| (c) |
This
Agreement may be terminated at any time
prior to the Closing Date by action of the
board of directors of Global, if HRDI shall fail to comply
in any material
respect with
any of its covenants or agreements contained in this Agreement
or if any
of the representations
or warranties of HRDI contained herein shall be inaccurate
in any
material
respect, which noncompliance or inaccuracy is not cured after
20 days
written
notice thereof is given to HRDI. If this Agreement is terminated
pursuant
to this
paragraph (d) of this Section 3.5, this Agreement shall be
of no further
force or effect
and no obligation, right or liability shall arise
hereunder.
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Section
3.7 Directors
of HRDI After Acquisition. Upon
the
Closing Date, all members
of the Board of Directors of HRDI shall resign in all capacities effective
at
Close and acknowledge
they have no claims against the Company for any compensation, in any form
whatsoever.
In addition, such directors shall appoint new officers and directors as
designated by Global at or prior to closing.
Section
3.8 Officers
of HRDI. Upon
the
Closing Date, all Officers of HRDI shall resign
in
all capacities effective at Close and execute a release acknowledging that
they
are not owed
any
compensation or other payment by the Company.
ARTICLE
IV
SPECIAL
MATERIAL COVENANTS
Section
4.1 Access
to Properties and Records. Prior
to
closing, HRDI and Global will
each
afford to the officers and authorized representatives of the other full access
to the properties, books and records of each other, in order that each may
have
full opportunity to make such reasonable investigation as it shall desire to
make of the affairs of the other and each
will
furnish the other with such additional financial and operating data and other
information
as to the business and properties of each other, as the other shall from time
to
time reasonably
request.
Section
4.2 Third Party Consents. HRDI
and
Global agree to cooperate with each other in order to obtain any required third
party consents to this Agreement and the transactions herein
contemplated.
9
Section
4.3 Actions
Prior and Subsequent to Closing.
(a) From
and
after the date of this Agreement until the Closing Date, except as permitted
or contemplated by this Agreement, HRDI and Global will each use its best
efforts to:
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(i)
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maintain
and keep its properties in states of good repair and condition
as at present, except for depreciation due to ordinary wear
and tear and damage due to
casualty;
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(ii)
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maintain
in full force and effect insurance comparable in amount and
in scope of coverage to that now maintained by
it;
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(iii)
|
perform
in all material respects all of its obligations under material
contracts,
leases and instruments relating to or affecting its assets,
properties and business;
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(b) From
and
after the date of this Agreement until the Closing Date, HRDI will not,
without
the prior consent of Global:
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(i)
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except
as otherwise specifically set forth herein, make any change in
its articles of incorporation or
bylaws;
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(ii)
|
declare
or pay any dividend on its outstanding common shares, except
as may otherwise be required by law, or effect any stock split
or otherwise change its capitalization, except as provided herein;
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(iii)
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enter
into or amend any employment, severance or agreements or arrangements
with any directors or
officers;
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(iv)
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grant,
confer or award any options, warrants, conversion rights
or other
rights not existing on the date hereof to acquire any common
shares; or
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(v)
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purchase
or redeem any common shares.
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(c)
From
and
after the Closing Date, for a period not less than 13 months (the "NFRS
Time"), but for the below described "Allowed Reverse Stock Split," HRDI shall
not reverse
split, reclassify, reorganize or engage in any other similar or related legal
or
corporate activity
(hereinafter collectively, such actions shall be referred to as "Impairment
Actions") with respect
to the HRDI common stock such that the HRDI common stock shareholders (as of the
time
immediately subsequent to the Allowed Reverse Split) would have a lesser number
of actual
votes (i.e.,
not
based on the percentage of votes; rather, based on the actual number of
shares
owned) subsequent to the Impairment Action. Further, this Agreement shall be
delivered to
the
HRDI transfer agent and shall act as a formal notification that all HRDI
shareholders shall during
the NFRS Time, not have their respective shares, made subject to an Impairment
Action.
10
(d)
Allowed
Reverse Stock Split. During
the NFRS Time, as long as: (i) there has not been a conversion of a Preferred
Series A share; and (ii) there are no more than 697,500,000
HRDI common share issued and outstanding, subject to majority consent of the
common stock shareholders, board of directors approval and compliance with
the
laws of the State
of
Nevada, HRDI may reverse split its common shares, once, by 1 for every 100
then
issued
and outstanding HRDI common shares.
Section
4.4 Indemnification.
(a) HRDI
hereby agrees to indemnify Global, each of the officers, agents and directors
and current shareholders of Global, as of the Closing Date, against any
loss,
liability, claim, damage or expense (including, but not limited to, any and
all
expense
whatsoever reasonably incurred in investigating, preparing or defending
against
any litigation, commenced or threatened or any claim whatsoever), to
which
it
or they may become subject to or rising out of or based on any inaccuracy
appearing in or misrepresentation made in this Agreement. The indemnification
provided for in this paragraph shall survive the Closing and consummation
of the transactions contemplated hereby and termination of this Agreement
for a period of one year; and
(b) Global
hereby agrees to indemnify HRDI, each of the officers, agents, directors
and
current shareholders of HRDI as of the Closing Date against any loss,
liability,
claim, damage or expense (including, but not limited to, any and all
expense
whatsoever reasonably incurred in investigating, preparing or defending
against
any litigation, commenced or threatened or any claim whatsoever), to which
it or
they may become subject to or arising out of or based on any inaccuracy
appearing in or misrepresentation made in this Agreement. The indemnification
provided for in this paragraph shall survive the Closing and consummation of
the
transactions contemplated hereby and termination of this Agreement
for a period of one year.
ARTICLE
V
CONDITIONS
PRECEDENT TO OBLIGATIONS OF GLOBAL
The
obligations of Global under this Agreement are subject to the satisfaction,
at
or before
the Closing Date, of the following conditions:
Section
5.1 Accuracy
of Representations. The
representations and warranties made
by
HRDI in this Agreement were true when made and shall be true at the Closing
Date
with
the
same force and effect as if such representations and warranties were made at
the
Closing
Date (except for changes therein permitted by this Agreement), and HRDI shall
have performed
or complied with all covenants and conditions required by this Agreement to
be
performed
or complied with by HRDI prior to or at the Closing.
Section
5.2 Director Approval. The
Board
of Directors of HRDI and Global shall each
have
approved this Agreement and the transactions contemplated herein.
Section
5.3 Offcer's
Certificate. Global
shall have been furnished with a certificate dated
the
Closing Date and signed by a duly authorized officer of HRDI to the effect
that:
(a) the representations and warranties of HRDI set forth in the Agreement and
in
all Exhibits, Schedules
and other documents furnished in connection herewith are in all material
respects true
and
correct as if made on the Effective Date; (b) HRDI has performed all covenants,
satisfied
all conditions, and complied with all other terms and provisions of this
Agreement to be performed,
satisfied or complied with by it as of the Effective Date; (c) since such date
and other than
as
previously disclosed to Global, HRDI has not entered into any material
transaction other than transactions which are usual and in the ordinary course
if its business; (d) the balance
remaining on the Convertible Debentures set forth on Schedule 1.4 are true
and
correct as
of the
Effective Date; and (e) no litigation, proceeding, investigation or inquiry
is
pending or, to
the
best knowledge of HRDI, threatened, which might result in an action to enjoin
or
prevent the
consummation of the transactions contemplated by this Agreement or, to the
extent not disclosed
in the HRDI Schedules, by or against HRDI which might result in any material
adverse change
in
any of the assets, properties, business or operations of
HRDI.
11
Section
5.4 No Material Adverse Change. Prior
to
the Closing Date, there shall not have
occured any material adverse change in the financial condition, business or
operations of nor
shall
any event have occurred which, with the lapse of time or the giving of notice,
may cause
or
create any material adverse change in the financial condition, business or
operations of
HRDI.
Section
5.5 Liabilities.
HRDI
is
currently burdened with various debts, including convertible
debts ("Convertibles"), which are disclosed in Section 1.4(b) and Section 5.5
of
the HRDI
Disclosure Schedule. HRDI agrees that at or prior to Closing, it shall satisfy
all of its outstanding
obligations known by HRDI to exist during the term of office of the current
officers, so
that
post closing HRDI shall have no
known
outstanding liabilities except for the Convertible Debentures
set forth on Schedule 1.4.
Section
5.6 Assumption
of Liability. At
Closing, HRDI shall assume any and all Global
obligations (hereinafter referred to as "Global Obligations") owed by Global
to
Cornell Capital
Partners, LLC, Advantage Capital Development Corp., Xxxxx Xxxxx, and Advantage
Fund I,
LLC
and collateralize such obligations with a Senior Security Interest on all the
assets of HRDI. All Global Obligations shall be listed in full in Section 5.6
of
the Global Disclosure Schedule.
HRDI shall not assume any liability which is not disclosed in Section 5.6 of
the
Global
Disclosure Schedule.
Section
5.7 Other
Items. Global
shall have received such further documents, certificates
or instruments relating to the transactions contemplated hereby as Global may
reasonably
request.
ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF HRDI
The
obligations of HRDI under this Agreement are subject to the satisfaction, at
or
before
the Closing date (unless otherwise indicated herein), of the following
conditions:
Section
6.1 Accuracy
of Representations. The
representations and warranties made
by
Global in this Agreement were true when made and shall be true as of the Closing
Date
(except for changes therein permitted by this Agreement) with the same force
and
effect as
if
such representations and warranties were made at and as of the Closing Date.
Global shall
have performed and complied with all covenants and conditions required by this
Agreement to be performed or complied with by Global prior to or at the Closing.
HRDI shall have
been
furnished with a certificate, signed by a duly authorized executive officer
of
Global and
dated
the Closing Date, to the foregoing effect.
12
Section
6.2 Director Approval. The
Board
of Directors of Global shall have approved
this Agreement and the transactions contemplated herein.
Section
6.3 Officer's Certificate. HRDI
shall be furnished with a certificate dated the Closing
Date and signed by a duly authorized officer of Global to the effect that:
(a)
the representations and warranties of Global set forth in the Agreement and
in
all Exhibits, Schedules
and other documents furnished in connection herewith are in all material
respects true
and
correct as if made on the Effective Date; and (b) Global had performed all
covenants, satisfied
all conditions, and complied with all other terms and provisions of the
Agreement to be performed,
satisfied or complied with by it as of the Effective Date.
Section
6.4 No Material Adverse Change. Prior to the Closing Date, there
shall not have
occurred any material adverse change in the financial condition, business or
operations of nor
shall
any event have occurred which, with the lapse of time or the giving of notice,
may cause
or
create any material adverse change in the financial condition, business or
operations of
Global.
ARTICLE
VII
MISCELLANEOUS
Section
7.1 Brokers
and Finders. Each
Party hereto hereby represents and warrants
that it is under no obligation, express or implied, to pay certain finders
in
connection with
the
bringing of the Parties together in the negotiation, execution, or consummation
of this Agreement.
The Parties each agree to indemnify the other against any
claim
by any third person
for any commission, brokerage or finder's fee or other payment with respect
to
this Agreement or the transactions contemplated hereby based on any alleged
agreement or understanding
between the indemnifying party and such third person, whether express or
implied
from the actions of the indemnifying party.
Section
7.2 Law, Forum and Jurisdiction. This
Agreement shall be construed and interpreted
in accordance with the laws of the State of Nevada, United States of
America.
Section
7.3 Notices.
Any
notices or other communications required or permitted hereunder
shall be sufficiently given if personally delivered to it or sent by registered
mail or certified
mail, postage prepaid, or by prepaid telegram addressed as follows:
| If to HRDI: |
Xx. Xxxxx Xxxx
High
Road International, Inc.
0000
X. Xx Xxxxxx Xxxx, Xxxxx X000
Xxxxxxxxx,
XX 00000
|
|
| With a copy to: | ||
|
The
Xxxx Law Firm
000
0xx Xxxxxx, Xxxxx 000
|
||
| Xxxxxxxxx, XX 00000 |
13
| If to GLOBAL: |
Xx. Xxxxx Press
Chairman of the Board
Global IT Holdings, Inc.
000 0xx Xxxxxx
Xxx Xxxx, XX 00000
|
|
| With a copy to: | ||
|
Xxxxx
X. Xxxxxx, Esq.
Xxxxxx
& Xxxxxx, LLP
000
Xxxxx 0 Xxxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
|
or
such
other addresses as shall be furnished in writing by any Party in the manner
for
giving notices
hereunder, and any such notice or communication shall be deemed to have been
given as
of the
date so delivered, mailed or telegraphed.
Section
7.5 Confidentiality. Each
Party hereto agrees with the other Party that, unless
and until the transactions contemplated by this Agreement have been consummated,
they
and
their representatives will hold in strict confidence all data and information
obtained with respect
to another Party or any subsidiary thereof from any representative, officer,
director or employee,
or from any books or records or from personal inspection, of such other Party,
and shall not use such data or information or disclose the same to others,
except: (i) to the extent such data is a matter of public knowledge or is
required by law to be published; and (ii) to the extent
that such data or information must be used or disclosed in order to consummate
the transactions
contemplated by this Agreement.
Section
7.6 Schedules; Knowledge. Each
Party is presumed to have full knowledge of
all
information set forth in the other Party's respective disclosure schedules
delivered pursuant
to this Agreement.
Section
7.7 Third Party Beneficiaries. This
contract is being executed by and between
HRDI and GLOBAL; however, and except as specifically provided, no director,
officer, stockholder,
employee, agent, independent contractor or any other person or entity shall
be
deemed
to
be a third party beneficiary of this Agreement.
Section
7.8 Entire Agreement. This
Agreement represents the entire agreement between
the Parties relating to the subject matter hereof. This Agreement alone fully
and completely
expresses the agreement of the Parties relating to the subject matter hereof.
There are
no
other courses of dealing, understanding, agreements, representations or
warranties, written or oral, except as set forth herein. This Agreement may
not
be amended or modified, except
by
a written agreement signed by all Parties hereto.
Section
7.9 Survival; Termination. The
representations, warranties and covenants
of
the
respective Parties shall survive the Closing Date and the consummation
of the
transactions
herein contemplated for 18 months.
14
attorneys
of the legal effect and meaning of this document and all terms and conditions
hereof; and
(c)
is executing this Agreement voluntarily, free from any influence, coercion
or
duress of any
kind.
Section
7.20 Amendment At
any
time after the Closing Date, this Agreement may be amended
by a writing signed by both parties, with respect to any of the terms contained
herein, and
any
term or condition of this Agreement may be waived or the time for performance
hereof may
be
extended by a writing signed by the Party or Parties for whose benefit the
provision is intended.
IN
WITNESS WHEREOF, the
corporate parties hereto have caused this Agreement to be executed by their
respective officers, hereunto duly authorized, and entered into as of the
date
first above written.
| ATTEST: | HIGH ROAD INTERNATIONAL, INC. | |
| |
|
|
| [illegible] | By: | /s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
| Title: CEO | ||
| ATTEST: | GLOBAL IT HOLDINGS, INC. | |
| |
|
|
| By: | /s/ Xxxxx Press | |
|
|
Name: Xxxxx Press |
|
| Title: Chairman | ||
00
XXXX
XXXX INTERNATIONAL, INC.
DISCLOSURE
SCHEDULE
This
High
Road International, Inc. Disclosure Schedule has been prepared as of May 24,
2005, pursuant to the terms and conditions of the COMMON STOCK SHARE EXCHANGE
AGREEMENT between High Road International, Inc. and Global IT Holdings,
Inc.
Article
I
Section
1.1
a. Articles
of Incorporation attached.
b. Company
does not have Bylaws to provide or disclose
Section
1.2
On
May
17, 2005,
the
Company designated the Series A
Preferred class of stock. Please see
the
attached Certificate of
Designation.
Section
1.4
| (a) |
The
Company does not have any information with
respect to accounting transactions,
if any, for the year ended 2003, Company was in a delinquent status
in the
State of Nevada in 2003. In early 2004, Company was reinstated in
the
State
of
Nevada under the name High Road International, Inc. A new Federal
Tax I.D.
number was issued by the Internal Revenue Service with a tax year
end
of
March 31. All
relevant documents previously supplied. Corporate and Financial Documents
previously sent to Mr. Xxx
Xxxxxx and Xx. Xxxxx Xxxxx.
|
|
| (b) |
Convertible
Debenture (original amount of
$50,000) with an approximate balance of
$25,474 plus interest. See
also 1(c) of convertible debenture previously submitted.
On June 13, 2005, the Company received a conversion notice ("Conversion
Notice") from Xxxxxxxxx Xxxxx, the holder of the convertible debenture.
Global has been made aware of the Conversion
Notice and has elected
to handle the conversion subsequent to the Closing of
the Agreement.
|
|
| (c) |
Outstanding
liabilities to be extinguished
prior to final closing:
|
|
HRDI
Xxxxx Fargo
credit card
|
$
|
14676.59
|
||
|
State
of California - sales tax
|
$
|
3,659.62
|
||
|
Legal
- Xxxx Xxxx
|
$
|
3,500.00
|
||
|
Accounting
|
$
|
3,500.00
|
||
|
Xxxxxxxx
Stock Transfer agent
|
$
|
1,297.00
|
||
|
Xxxxxxxx,
Stock Transfer agent - new
certs
|
$
|
500.00
|
||
|
Total:
|
$
|
27,133.21
|
||
| Closing cash | $ | 26,000.00 | ||
| Overage of above to be funded by Xxxxx Xxxx | $ | 1,133.21 |
16
Disclosure
Schedule
June
15, 2005
Page
2
Section
1.9
No
additional disclosure other than convertible debenture as disclosed in Section
1.4
(b).
Section
1.15
See
section 1.4 (a) above. In addition, the Company's QuickBooks files have been
sent to
Xxxxx
Xxxxx as requested by Global IT.
17
SCHEDULE
2.1:
Global
Articles of Incorporation, Bylaws and Amendments
Attached
hereto.
18
SCHEDULE
2.2:
Global
Capitalization Chart
|
|
||||
|
SHAREHOLDER
|
#
OF SHARES
|
|||
|
Xxxxx
Xxxxx
|
1,951
|
|||
|
Xxxxx
Xxxxxxx
|
550
|
|||
|
Xxxxxxxx
Xxxxx
|
100
|
|||
|
Xxxxx
Xxxxx
|
100
|
|||
|
Xxxxx
Xxxxx
|
100
|
|||
|
Xxx
Xxxxx
|
100
|
|||
|
Xxxxxx
Xxxxx
|
100
|
|||
|
Knightsbridge
Capital
|
2,650,000
|
|||
|
Triple
Crown Consulting
|
2,650,000
|
|||
|
Alexly
Resources
|
2,650,000
|
|||
|
Stone
Street Advisors
|
1,222,350
|
|||
|
Xxxxxxxx
Xxxxxx
|
827,500
|
|||
|
Xxxxxx
Xxxxxx
|
1,322,350
|
|||
|
Xxxxxxx
Xxxxx
|
530,000
|
|||
|
Alexa
Xxxxxxxx Trust
|
1,322,350
|
|||
|
Xxxxxx
Xxxxxxx Trust
|
1,322,350
|
|||
|
AVCP
|
5,962,500
|
|||
|
Xxxxx
Xxxxx
|
800,000
|
|||
|
Xxxxxx
Xxxxx
|
210,000
|
|||
|
Xxxxx
Press
|
800,000
|
|||
|
Xxxxx
Xxxxxxxxx
|
252,599
|
|||
|
Total
|
22,525,000
|
|||
19
SCHEDULE
2.6:
Global
Assets
Platinum
IT Consulting, Inc., a subsidiary
20
SCHEDULE
2.6(a):
Liens,
Claims, Encumbrances, Royalty interests, and Restriction
on
Global's Assets
Security
Agreement with Xxxxxx, Xxxxx Data Processing, Inc. granting a security interest
in
all of
Global and its subsidiary's assets, dated August 26, 2004.
Security
Agreement with Advantage Capital Development Corp. granting a security
interest
in all of Global's assets, dated August 24, 2004.
21
SCHEDULE
5.6:
Global
Obligations
|
Cornell
Capital Partners, LLC
|
$20,000,000
Standby Equity Distribution
Agreement,
dated August 25, 2004.
|
|
Advantage
Fund I, LLC
|
Convertible
Note in the amount of $464,500
|
|
Xxxxx
Xxxxx
|
Convertible
Note in the amount of $50,000
|
|
Advantage
Capital Development Corp.
|
Convertible
Note in the amount of $671,500
|
22
