Exhibit 10.4
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement (the "Agreement") dated as of the 13th day of
May 2008, by and among Perf-Go Green Holdings, Inc. (formerly ESYS Holdings,
Inc. and formerly La Solucion, Inc.), a Delaware corporation, having its offices
at 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxxxx 00000 (the
"Company"), Perf-Go Green, Inc., a Delaware corporation ("Perf"), the
stockholders of Perf named on the signature page of this Agreement and the
warrant holders of Perf named on Schedule 1(b) to this Agreement (collectively,
the "Stockholders" and each, individually, a "Stockholder").
WITNESSETH:
WHEREAS, the Stockholders are the holders of all of the issued and
outstanding capital stock of Perf (the "Perf Shares");
WHEREAS, the Company was incorporated on April 20, 2005 and became a
Securities and Exchange Commission reporting company on March 14, 2007;
WHEREAS, the Company and its officers and agents has been given the
opportunity to ask questions and receive answers from Perf concerning any aspect
of Perf's business;
WHEREAS, the Stockholders are acquiring a controlling interest in the
Company; and
WHEREAS, the Company will issue 21,079,466 shares of its common stock, par
value $0.0001 per share (the "Common Stock"), which is equal to 54.1% of the
issued and outstanding common stock of the Company after this Share Exchange, to
the Stockholders in consideration for all of the Perf Shares;
NOW, THEREFORE, in consideration of the premises and the mutual agreements,
representations and warranties contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Exchange of Shares and Issuance to Bridge Investors.
(a) Issuance of Shares by the Company. On and subject to the conditions set
forth in this Agreement, the Company will issue to the Stockholders, in exchange
for 20,322,767 Perf Shares, which represents all of the issued and outstanding
capital stock of Perf, an aggregate of 21,079,466 shares of Common Stock which
is equal to 54.1% of the Company's outstanding common stock. The Common Stock
will be issued to the Stockholders in the amounts set forth after their
respective names in Schedule II to this Agreement.
(b) Warrants. On and subject to the conditions set forth in this Agreement,
the Company will issue to the Stockholders, in exchange for 1,650,000 Perf
warrants, which represents all of the issued and outstanding warrants of Perf,
an aggregate of 1,650,000 warrants of the Company (the "Warrants"). The Warrants
will be issued to the Stockholders in the amounts and exercise price set forth
after their respective names in Schedule 1(b) to this Agreement.
(c) Transfer of Perf Shares by the Stockholders. Subject to the conditions
set forth in this Agreement, the Stockholders will transfer to the Company all
of the Perf Shares free and clear of all liens, claims and encumbrances
whatsoever (except as set forth on Schedule 3), in exchange for 21,079,466
shares of Common Stock. Each Stockholder holds the number of Perf Shares set
forth after his or her name in Schedule I to this Agreement.
(d) Closing. The issuance of the Common Stock to the Stockholders and the
transfer of the Perf Shares to the Company will take place at a closing (the
"Closing") to be held at the office of Ruskin Moscou Faltischek, P.C., East
Tower, 15th Floor, 0000 XxxXxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000 as soon as
possible after or contemporaneously with the satisfaction or waiver of all of
the conditions to closing set forth in Section 6 of this Agreement (the "Closing
Date") but in no event later than May 31, 2008.
2. Representations and Warranties of the Company. The Company hereby represents,
warrants, covenants and agrees as follows:
(a) Organization and Authority.
(i) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. The Company
does not have any equity investment or other interest, direct or
indirect, in, or any outstanding loans, advances or guarantees to or
on behalf of, any domestic or foreign corporation, limited liability
company, association, partnership, joint venture or other entity.
(ii) Complete and correct copies of the Company's certificate of
incorporation and all amendments thereto and by-laws are available for
review on the XXXXX system maintained by the U.S. Securities and
Exchange Commission (the "Commission") and have been provided to
counsel for Perf. The Company has delivered to counsel for Perf
accurate and complete copies of the Company's stock records and the
minutes and other records of the meetings and other proceedings
(including any action taken by written consent or otherwise without a
meeting) of the Company's stockholders and the Company's Board of
Directors.
(iii) The Company has full power and authority to carry out the
transactions provided for in this Agreement, and this Agreement
constitutes the legal, valid and binding obligations of the Company,
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enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency and other laws of general
application affecting the enforcement of creditor's rights and except
that any remedies in the nature of equitable relief are in the
discretion of the court. All necessary action required to be taken by
the Company for the consummation of the transactions contemplated by
this Agreement has been taken.
(iv) The execution and performance of this Agreement will not constitute a
breach of any agreement, indenture, mortgage, license or other
instrument or document to which the Company is a party or by which its
assets and properties are bound, and will not violate any judgment,
decree, order, writ, rule, statute, or regulation applicable to the
Company or its properties. The execution and performance of this
Agreement will not violate or conflict with any provision of the
certificate of incorporation, any amendments thereto or by-laws of the
Company.
(v) The Common Stock, when issued pursuant to this Agreement, will be duly
and validly authorized and issued, fully paid and non-assessable. The
issuance of the Common Stock to the Stockholders is exempt from the
registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to an exemption provided by Section
4(2) and Rule 506 promulgated thereunder.
(vi) The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, of which 32,208,404 shares are presently
outstanding, and 5,000,000 shares of preferred stock, of which none
have been designated or issued. Except as set forth on Schedule
2(a)(vi), the Company has no outstanding or authorized warrants,
options, other rights to purchase or otherwise acquire capital stock
or any other securities of the Company, preemptive rights, or rights
of first refusal, registration rights or related commitments of any
nature. All issued and outstanding shares were either (i) registered
under the Securities Act, or (ii) issued pursuant to valid exemptions
from registration thereunder, and complied in all respects with
applicable "Blue Sky" state securities laws, rules and regulations.
(vii) No consent, approval or agreement of any person, party, court,
governmental authority, or entity is required to be obtained by the
Company in connection with the execution and performance by the
Company of this Agreement or the execution and performance by the
Company of any agreements, instruments or other obligations entered
into in connection with this Agreement.
(viii) The Company is not qualified to do business as a foreign corporation
in any jurisdiction. The conduct of the Company's business or the
ownership or leasing of its properties does not require the Company to
be qualified to do business as a foreign corporation.
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(b) SEC Documents.
(i) The Company is current with its reporting obligations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). None
of the Company's filings made pursuant to the Exchange Act
(collectively, the "SEC Documents") contains any untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading. The
Company SEC Documents, as of their respective dates, were timely filed
and complied in all material respects with the requirements of the
Exchange Act, and the rules and regulations of the Commission
thereunder, and are available on the Commission's XXXXX system.
(ii) The Company SEC Documents include the Company's audited consolidated
financial statements for the fiscal years ended October 31, 2007 and
2006 and the unaudited consolidated financial statements for the
quarters ended January 31, 2008 and April 30, 2008 (collectively, the
"Financial Statements"), including, in each case, a balance sheet and
the related statements of income, stockholders' equity and cash flows
for the period then ended, together with the related notes. The
audited Financial Statements for the fiscal year ended October 31,
2007 have been certified by Xxxx & Company, P.A. ("Xxxx"). The audited
Financial Statements for the fiscal year ended October 31, 2006 have
been certified by Xxxxxxxx & Xxxxxxx, X.X. ("Xxxxxxxx"). The Financial
Statements which have been prepared from the books, records and
accounts of the Company, are true, correct and complete and have been
prepared in accordance with GAAP, consistently applied. Xxxx is
independent as to the Company under the rules of the Commission
pursuant to the Securities Act and is registered with the PCAOB. The
Financial Statements present fairly and accurately the financial
position of the Company at the respective balance sheet dates, and
fairly and accurately present the results of the Company's operations,
changes in stockholders' equity and cash flows for the periods
covered.
(iii) Other than as disclosed in the SEC Documents, at the close of
business on October 31, 2007, the Company did not have any material
liabilities, absolute or contingent, of the type required to be
reflected on balance sheets prepared in accordance with GAAP which are
not fully reflected, reserved against or disclosed on the October 31,
2007 balance sheet. The Company has not guaranteed or assumed or
incurred any obligation with respect to any debt or obligations of any
Person. The Company does not have any debts, contracts, guaranty,
standby, indemnity or hold harmless commitments, liabilities or
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obligations of any kind, character or description, whether accrued,
absolute, contingent or otherwise, or due or to become due except to
the extent set forth or noted in the Financial Statements, and not
heretofore paid or discharged.
(c) Absence of Changes. Since October 31, 2007, other than as disclosed in
the SEC Documents there have not been:
(i) any change in the consolidated assets, liabilities, or financial
condition of the Company, except changes in the ordinary course
of business which do not and will not have a material adverse
effect on the Company;
(ii) any damage, destruction, or loss to the Company's assets, whether
or not covered by insurance, materially and adversely affecting
the assets or financial condition of the Company (as conducted
and as proposed to be conducted);
(iii) any change or amendment to a contract, to the Company's
certificate of incorporation or by-laws, or arrangement to which
the Company is a party other than contracts which are to be
terminated at or prior to the Closing which are set forth on
Schedule 2(c)(iii);
(iv) any loans made by the Company to any affiliate of the Company or
any of the Company's employees, officers, directors, Stockholders
or any of its affiliates;
(v) any declaration or payment of any dividend or other distribution
or any redemption of any capital stock of the Company;
(vi) any sale, transfer or issuance of any shares of capital stock or
other securities of the Company, except for the shares sold to
the investors in the previous financing that raised $2,100,000
for the Company;
(vii) any sale, transfer, or lease of any of the Company's assets
other than in the ordinary course of business;
(viii) any capital expenditure;
(ix) any other event or condition of any character which might have a
material adverse effect on the Company;
(x) any satisfaction or discharge of any lien, claim or encumbrance
or payment of any obligation by Company except in the ordinary
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course of business and that is not material to the assets or
financial condition of the Company; or
(xi) any agreement or commitment by the Company to do any of the
things described in this Section 2(c).
(d) Property. The Company does not own any real estate and is not a party
to any lease agreement.
(e) Taxes. The Company has filed all federal, state, county and local
income, excise, franchise, property and other tax, governmental and/or
related returns, forms, or reports, which are due or required to be filed
by it prior to the date hereof, except where the failure to do so would
have no material adverse impact on the Company, and has paid or made
adequate provision in the financial statement included in the Company SEC
Documents for the payment of all taxes, fees, or assessments which have or
may become due pursuant to such returns or pursuant to any assessments
received. The Company is not delinquent or obligated for any tax, penalty,
interest, delinquency or charge.
(f) Labor Matters. The Company is not a party to any collective agreement
relating to its business with any labor union or other association of
employees and no part of the Company's business has been certified as a
unit appropriate for collective bargaining or, to the knowledge of the
Company, has made any attempt in that regard.
(g) Contracts and Commitments. Except as contemplated under this Agreement
or set forth on Schedule 2(g) the Company is not a party to any contract,
agreement or commitment.
(h) No Material Adverse Change. Since October 31, 2007, there has not been
any Material Adverse Change (defined below) in the financial condition of
the Company, although Stockholders recognize that the Company has continued
not to generate any revenue and has continued to generate losses as a
result of ongoing expenses, including expenses relating to this Agreement
and the consummation of the transactions contemplated hereby. A "Material
Adverse Change" shall mean any change, effect, circumstance, occurrence,
state of facts or developments that is materially adverse to the business,
assets, liabilities, results of operations, condition (financial or
otherwise), properties or prospects of the Company or a material impairment
or delay in the ability of the Company to perform its obligations hereunder
and consummate this transaction.
(i) No Defaults. The Company is not in violation of its certificate of
incorporation or by-laws or any judgment, decree or order, applicable to
it.
(j) Litigation. There are no claims, actions, suits, proceedings,
inquiries, labor disputes or investigations (whether or not purportedly on
behalf of the Company) pending or, to Company's knowledge, threatened
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against the Company or any of its assets, at law or in equity or by or
before any governmental entity or in arbitration or mediation.
(k) Compliance with Laws. The Company is in full compliance with all laws
applicable to it (including, without limitation, with respect to zoning,
building, wages, hours, hiring, firing, promotion, equal opportunity,
pension and other benefit, immigration, nondiscrimination, warranties,
advertising or sale of products, trade regulations, anti-trust or control
and foreign exchange or, to the Company's knowledge, environmental, health
and safety requirements).
(l) Contracts and Commitments. The Company is not a party to any contract
or agreement, other than those agreements that will be terminated at or
prior to the Closing without cost or liability to the Company. There are
currently no guarantees or other agreement, and there has never been any
guarantee or agreement, pursuant to which the Company would cause, insure
or become liable for the performance or payment of any obligation or
liability of any other person or entity.
(m) Intellectual Property. The Company has no intellectual property rights.
(n) No Broker. Except as set forth on Schedule 2(n), neither the Company
nor any of its agents or employees has employed or engaged any broker or
finder or incurred any liability for any brokerage fees, commissions or
finders' fees in connection with the transactions contemplated by this
Agreement. The Company shall indemnify and hold the Stockholders harmless
against any loss, damage, liability or expense, including reasonable fees
and expenses of counsel, as a result of any brokerage fees, commissions or
finders' fees which are due as a result of the consummation of the
transaction contemplated by this Agreement.
(o) No Related Party Debt. The Company is not and will not be indebted to
any affiliate, stockholder, director or officer of the Company on the
Closing Date.
(p) No Pension Plans. There are no pension, profit sharing, group insurance
or similar plans or other deferred compensation plans affecting the
Company.
(q) Reliance by Stockholders. The representations and warranties set forth
in this Section 2 taken together, do not contain any untrue statement of a
material fact or omits to state a material fact necessary to make the
statements contained herein and wherein, when taken together, not
misleading, and there is no fact or condition existing which materially and
adversely affects the business, operations, financial condition or
prospects of the Company. Stockholders may rely on the representations set
forth in this Section 2 notwithstanding any investigation they may have
made.
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3. Representations and Warranties of the Stockholders. The Stockholder is
the record and beneficial owner of the Perf Shares set forth after their
respective names on Schedule I and, except as set forth on Schedule 3, has
the full right, power, capacity and authority to sell, transfer, and
deliver their respective Perf Shares in accordance with the terms of this
Agreement and upon delivery of their respective Perf Shares as herein
contemplated, the Company will receive good and marketable title to the
Perf Shares, free and clear of all claims, liens, pledges and encumbrances
of any kind.
4. Closing Deliveries.
(a) On the Closing Date, the Company shall deliver or cause to be delivered
to each Stockholder:
(i) fully executed and duly authorized transaction documents, including
this Share Exchange Agreement and all other ancillary documents and
resolutions required by the Company;
(ii) a certificate registered in the name of each Stockholder representing
the number of shares of Common Stock set forth on Schedule II;
(iii) a legal opinion of counsel to the Company acceptable to the
Stockholders;
(iv) undated letters of resignation from each of the directors and officers
of the Company;
(v) certified copies of such resolutions of the directors of the Company as
are required to be passed to authorize the execution, delivery and
implementation of this Agreement;
(vi) good standing certificate of the Company; and
(vii) such other documents as Perf may reasonably require to give effect to
the terms and intention of this Agreement.
(b) On the Closing Date, each Stockholder and Perf shall deliver or cause
to be delivered to the Company:
(i) fully executed and duly authorized transaction documents, including
this Share Exchange Agreement and all other ancillary documents and
resolutions required by the Company; and
(ii) the certificates representing such Stockholder's shares of Perf stock,
or if the shares were issued in uncertificated form, a written
representation executed by an officer of Perf and the Stockholder that such
Stockholder was issued the number of shares set forth next to its name on
Schedule I.
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(c) On the Closing Date, all officers, directors and key employees of Perf
shall deliver Lock-Up Agreements with the Company for a term of eighteen (18)
months whereby they agree to certain restrictions on the sale or disposition of
all of the Common Stock of the Company acquired by them in connection with the
Share Exchange.
5. Conditions to the Obligation of the Stockholders to Close. The obligations of
Stockholders under this Agreement are subject to the satisfaction of the
following conditions unless waived by Stockholders:
(a) Representations and Warranties. On the Closing Date, the
representations and warranties of the Company shall be true and correct in all
material respects on and as of the Closing Date with the same force and effect
as if made on such date, and the Company shall have performed all of its
obligations required to be performed by it pursuant to this Agreement at or
prior to the Closing Date, and Stockholders shall have received a certificate of
an executive officer of the Company to such effect and as to any other matters
set forth in this Agreement.
(b) No Material Adverse Change. No Material Adverse Change in the business
or financial condition of the Company shall have occurred or be threatened since
the date of this Agreement, and no action, suit or proceedings shall be
threatened or pending before any court of governmental agency or authority or
regulatory body seeking to restraint, prohibition or the obtain damages or other
relief in connection with this Agreement or the consummation of the transactions
contemplated by this Agreement or that, if adversely decided, has or may have a
Material Adverse Effect.
(c) Liabilities. On the Closing Date, the Company's total liabilities shall
not exceed $2,000.
(d) Legal Opinion. The Stockholders shall have received a legal opinion
from the Company's legal counsel, acceptable to the Stockholders.
(e) Resignations. All officers and directors of the Company shall have
tendered an undated letter of resignation.
(f) Elections and Appointments. The following individuals shall have been
elected as directors of the Company effective as of the Closing Date:
Xxxxxxx Xxxxx
Xxxxx Xxxxxxx
Xxx Xxxx
Governor Xxxxxx X. Xxxxxx
[ESYS DESIGNEE]
(g) Cancellation of Shares and Total Shares Outstanding. Certain
Stockholders shall cancel in the aggregate 21,008,400 shares of common stock in
the amounts set forth on Schedule 5(g) and the Company shall have 11,200,004
shares of Common Stock outstanding without giving effect to the issuances
contemplated under this Agreement.
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(h) Private Placement. The closing of the minimum offering of the Company's
private placement offering of $2,775,000 in senior secured convertible
promissory notes described in the Private Placement Memorandum annexed hereto as
Exhibit 2(h) to certain investors set forth on Schedule 5(h), which shall be
amended from time to time to include additional investors in the offering
(referred to herein as the "Pipe Investors").
(i) Financial Statements. The Company shall have filed its quarterly report
on Form 10-Q for the quarter ending April 30, 2008.
(j) Post-Closing Matters. Forthwith after the Closing, Perf and the Company
agree to use their best efforts to change the name of the Company to "Perf-Go
Green Holdings, Inc." if such same change has not been effectuated prior to
Closing.
6. Indemnity. The Company agrees to indemnify and hold harmless the Perf
Stockholders and the Pipe Investors (who are deemed to be third party
beneficiaries of this section) and from and against any and all claims, demands,
actions, suits, proceedings, assessments, judgments, damages, costs, losses and
expenses, including reasonable attorneys fees and including any payment made in
good faith in settlement of any claim (subject to the right of the Company to
defend any such claim), resulting from the failure to disclose the existence of
any material liability or the breach by it of any representation, warranty,
covenant or agreement made under this Agreement or from any misrepresentation in
or omission from any certificate or other instrument furnished or to be
furnished by the Company to the Perf Stockholders hereunder.
7. Further Assurances. The parties agree to take any additional steps or execute
any additional documents as may be necessary to effectuate this Agreement.
8. Accredited Investor Status.
By countersigning this Agreement, each of the Stockholders, severally and
not jointly, represents that such Stockholder is an accredited investor as such
is defined in Regulation D promulgated under the Securities Act of 1933 as
amended.
9. Notices. All notices, requests and other communications to any party
hereunder shall be in writing and either delivered personally, telecopied or
sent by certified or registered mail return receipt requested, postage prepaid,
if to Perf:
Perf-Go Green, Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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with a copy to:
---------------
Ruskin Moscou, Faltischek, P.C.
Attn: Xxxx Xxxxxxx
East Tower, 15th Floor
0000 XxxXxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000-0000
(000) 000-0000 (phone)
if to the Company:
-----------------
Perf-Go Green Holdings, Inc.
0000 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxx Xxxxxxxx 00000
with a copy to:
---------------
Xxxxxx & Jaclin, LLP
Attn: Xxxx Xxxxx
000 Xxxxx 0 Xxxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
or such other address or fax number as such party may hereafter specify for the
purpose by notice to the other parties hereto. All such notices, requests and
other communications shall be deemed received on the date delivered personally
or by overnight delivery service or, if mailed, five business days after the
date of mailing if received prior to 5 p.m. in the place of receipt and such day
is a business day in the place of receipt. Otherwise, any such notice, request
or communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt
10. Miscellaneous.
(a) This Agreement constitutes the entire agreement between the parties
relating to the subject matter hereof, superseding any and all prior or
contemporaneous oral and prior written agreements, understandings and letters of
intent. This Agreement may not be modified or amended nor may any right be
waived except by a writing which expressly refers to this Agreement, states that
it is a modification, amendment or waiver and is signed by all parties with
respect to a modification or amendment or the party granting the waiver with
respect to a waiver. No course of conduct or dealing and no trade custom or
usage shall modify any provisions of this Agreement.
(b) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed entirely within such State. Each party hereby consents and submits to
personal jurisdiction over each of them in the State of New York. Each party
agree that any disputes arising out of or in any way connected with this
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Agreement shall be adjudicated exclusively in the federal or state courts
located in the County of New York, State of New York.
(c) Each of the parties will execute and deliver such further and other
documents and do and perform such further and other acts as any other party may
reasonably require to carry out and give effect to the terms and intention of
this Agreement.
(d) This Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns.
(e) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same document.
(f) The various representations, warranties, and covenants set forth in
this Agreement or in any other writing delivered in connection therewith shall
survive the issuance of the Shares.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Securities Exchange
Agreement the day and year first above written.
PERF -GO GREEN HOLDINGS, INC.
By: /s/ Xxxxxxx Xxxxxx-Xxxxxxx
-----------------------------------------
Xxxxxxx Xxxxxx-Xxxxxxx
PERF-GO GREEN, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------------------
Xxxxxxx Xxxxx, President and Chief Executive Officer
STOCKHOLDERS OF PERF-GO GREEN, INC.
/s/ Xxxxxxx Xxxxx
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XXXXXXX XXXXX
/s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
/s/ Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
/s/ Xxxxx Xxxxx
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XXXXX XXXXX
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
MMC VENTURES INC.
/s/ Xxxxx Xxxxxx
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By: Xxxxx Xxxxxx
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[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]
/s/ Xxxx Xxxxx Xxxxx
--------------------------------
Xxxx Xxxxx Xxxxx
/s/ Xxxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxxx X. Xxxxxx
/s/ Xxxx Xxxxx
--------------------------------
Xxxx Xxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
THE QUERCUS TRUST
/s/ Xxxxx Xxxxxxx
--------------------------------
By: Xxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
--------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxx Xxxxx
--------------------------------
Xxxx Xxxxx
/s/ Xxxxxxx Xxxxx
--------------------------------
Xxxxxxx Xxxxx
/s/ Xxxx Xxxxx
--------------------------------
Xxxx Xxxxx
/s/ Xxxxxxx Xxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxx
XXXXXX XXXXX FAMILY PARTNERSHIP, L.P.
/s/ Xxxxx Xxxxx
--------------------------------
By: Xxxxx Xxxxx
/s/ Xxxxxx Xxxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxxx
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[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]
VFINANCE INVESTMENTS, INC.
/s/ Xxxxxxxx Xxxx
--------------------------------
By: Xxxxxxxx Xxxx
/s/ Xxxxxxx Xxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxx
--------------------------------
Xxxxx Xxxxxx
/s/ Xxxxxxxx Xxxx
--------------------------------
Xxxxxxxx Xxxx
/s/ Solomon Sharbat
--------------------------------
Solomon Sharbat
/s/ Xxxx Xxxxxxxxx
--------------------------------
Xxxx Xxxxxxxxx
/s/ Xxxxx Xxxx
--------------------------------
Xxxxx Xxxx
/s/ Xxxxxx Xxxxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxxxx
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