EXHIBIT 2.4
STOCK AND ASSET EXCHANGE AGREEMENT
This Stock and Asset Exchange Agreement (the "Agreement") is entered into as of
October 5,2001, by and between Xx. Xxxxx X. Xxxxx, ("Xx. Xxxxx'), owner of
twenty percent (20%) of the issued and outstanding shares of seven (7)
subsidiary companies of PSA, Inc., (the "Subsidiaries"), and PSA, Inc., a Nevada
corporation ("PSA") with principal offices at 000 Xxxxxx Xx. #000, Xx Xxxxxxx,
XX. For good and valuable consideration, the receipt and adequacy of which the
parties acknowledge, Xx. Xxxxx and PSA mutually agree as follows:
1. RECITAL. This Agreement is made with reference to the following recital of
essential facts:
1.1 Xx. Xxxxx desires to transfer and exchange, pursuant to this
Agreement, all of his issued and outstanding shares of the
Subsidiaries, as listed on the attached Exhibit "A," PSA, and
assign all of the intellectual and property rights that Xx. Xxxxx
owns in the technology of integrating broadband television content
and distribution with interactive Internet capabilities and
applications, (collectively, the "Xxxxx Technology Rights")
1.2 PSA desires to acquire, pursuant to this Agreement, all of the
issued and outstanding common stock of the Subsidiaries (the "
Subsidiaries Shares") currently owned by Xx. Xxxxx, after which,
PSA shall own 100% of the issued and outstanding shares of the
Subsidiaries and the Xxxxx Technology Rights.
2. EXCHANGE OF STOCK AND ASSETS. Subject to the terms and conditions hereof, Xx.
Xxxxx shall transfer the Subsidiaries Shares and assign all Xxxxx Technology
Rights to PSA in exchange for 49,087,901 shares of the Common Stock of PSA.
3. TRANSACTION CONSIDERATION. The Subsidiaries Shares and Xxxxx Technology
Rights shall be acquired by PSA from Xx. Xxxxx as follows:
3.1 Forty Nine Million Eighty Seven Thousand Nine Hundred and One
(49,087,901) shares of PSA Common Stock, (the "PSA Shares") shall
be exchanged for the 482, 000 Subsidiaries Shares and all rights,
title and interest in the Xxxxx Technology Rights. The PSA Shares
to be issued at Closing shall be valued in accordance with a
valuation opinion as specified in Section 4.2 of this Agreement.
The PSA Shares shall be issued pursuant to Rules 144 and 506 of
Regulation D promulgated under Section 4(2) of Act of 1933, as
amended, and shall bear a restrictive transfer legend.
3.2 PSA shall obtain a valuation opinion from its financial advisor,
X. X. Xxxx & Company, attached hereto as Exhibit "B," to
substantiate the present and future value of the Subsidiaries and
the Xxxxx Technology Rights.
4. THE CLOSING OF THE TRANSACTION. On or after October 5, 2001 (the "Closing"),
at the principal offices of PSA, the procedures listed below will be followed in
order to close the exchange:
4.1 Xx. Xxxxx shall: (a) transfer to PSA the stock certificates for an
aggregate of 482,000 shares of the Subsidiaries, which shall be
collectively 20% of the issued and outstanding shares of the
Subsidiaries, and (b) assign to PSA all of Xx. Xxxxx'x rights,
title and interest in the Xxxxx Technology Rights, attached hereto
as Exhibit "C."
4.2 PSA shall: (a) deliver to Xx. Xxxxx the stock certificates
evidencing the 49,087,901 PSA Shares and (b) a copy of the
resolution of its board of directors approving the transaction
attached hereto as Exhibit "D," and by this reference made a part
hereof.
5. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
6. FURTHER ASSURANCES. Each party to this Agreement shall execute all
instruments and documents and take all actions as may be reasonably required to
consummate the transaction effectuate this Agreement.
7. VENUE AND JURISDICTION. For purposes of venue and jurisdiction, this
Agreement shall be deemed made, and to be performed, in the City of Los Angeles,
California.
8. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one
document.
9. MODIFICATION. This Agreement may be modified only in writing executed by the
parties to this Agreement.
10. PRIOR UNDERSTANDINGS. This Agreement contains the entire agreement between
the parties to this Agreement and is the final expression of such parties'
agreement with respect to the terms included in this Agreement. This Agreement
supersedes all negotiations, stipulations, understandings, agreements,
representations and warranties, if any, with respect to the transaction
contemplated herein which precede or accompany the execution of this Agreement.
11. HEADINGS. The headings of the Section of this Agreement have been included
only for convenience, and shall not be deemed in any manner to modify or limit
any of the provisions of this Agreement, or be used in any manner in the
interpretation of this Agreement.
SIGNATURE PAGE FOLLOWS
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Agreed and Accepted this Fifth day of October, 2001.
"the Subsidiaries"
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President
"Xx. Xxxxx"
/s/ Xxxxx x. Xxxxx
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Xxxxx X. Xxxxx
"PSA"
PSA, Inc.:
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Executive Vice President
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