EXCHANGE AGREEMENT
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This EXCHANGE AGREEMENT made and entered into this 9th day of December,
2003, by and between the stockholder of MAXIMUM AWARDS PTY LTD., an Australian
corporation, (hereinafter Australian), with its principal place of business a:
level 1, 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 0000, and MAXIMUM AWARDS INC., a
Nevada corporation, (hereinafter "Awards"), with its principal place of business
at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx #000, Xxxx, Xxxxxx 00000.
WITNESSETH:
WHEREAS, Awards is a public corporation with 108 registered stockholders
owning of record or beneficially 757,950 shares of the corporation's common
stock, par value $0.001 per share; and
WHEREAS, Australian desires to obtain equity and management control of
Awards in exchange for all of its outstanding stock in exchange for 22 million
of Awards common shares whereby Australian will become a wholly owned subsidiary
of Awards.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. [REPRESENTATIONS OF AUSTRALIAN] Australian hereby represents and
warrants to Awards that:
(a) Australian, on the date hereof and at the Closing date
hereinafter provide, owns free and clear of all liens, charges and encumbrances,
all of those assets appearing on the unaudited financial statements for the
period ended
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November 30, 2003 which are marked Exhibit A, and which are attached hereto and
incorporated herein by this reference.
(b) Australian has good and marketable title to all of the
property and assets, Set forth in Exhibit A.
(c) Australian has no obligations, liabilities or commitments,
contingent or otherwise, of a material nature which were not provided for,
except as set forth in Exhibit "A".
(d) Since November 30, 2003, Australian has had no change in
the nature of the business of Australian, nor in the financial condition of the
assets being conveyed, other than changes in the usual and ordinary course of
business, none of which has been materially adverse and Australian has not
incurred any obligations or liabilities or made any commitments other than in
the usual and ordinary course of business.
(e) Australian is not a defendant, nor a plaintiff against whom
a claim has been asserted, in any litigation, pending or threatened, nor has any
material claim or investigation been made or asserted against Australian, nor a
plaintiff against whom a counterclaim has been asserted, in any litigation,
pending or threatened, nor are there any proceedings threatened or pending
before any federal, state or municipal government, or any department, board,
body or agency thereof, involving Australian.
(f) Australian is not in default under any agreement to which
it is a party nor in the payment of any of its obligations.
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2. [REPRESENTATIONS AND WARRANTIES OF AWARDS] Awards represents and
warrants to Australian that:
(a) Awards is a corporation duly organized and validly existing
and in good standing under the laws of the State of Nevada and is not qualified
to transact business in any other state. Awards has the corporate power to carry
on its business as now being conducted.
(b) Awards has an authorized capitalization of 100,000,000
shares, of which there are issued and outstanding 757,950 shares of common
stock, par value $0.001 per share, owned of record or beneficially by no less
than 108 registered shareholders. There are 10,000,000 shares of preferred stock
authorized, none of which are issued or outstanding. There are no other
authorized or outstanding equity or debt securities of Awards of any class, kind
or character, and there are no outstanding subscriptions, options, warrants or
other agreements or commitments obligations or rights with respect thereto, or
any securities convertible into any shares of stock of any class.
(c) Certified copies of the Articles of Incorporation and
by-Laws of Awards, which have been heretofore furnished by Awards, are true and
correct copies, including all amendments thereto.
(d) Awards has delivered to Australian its unaudited financial
statements which are attached hereto as Exhibit B for the period ended December
31, 2002 and 2001. Such financial statements reflect zero liabilities. The
financial statements of Awards accurately set forth the financial condition of
Awards as of the
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dates specified, prepared in conformity with generally accepted accounting
principles consistently applied.
(e) Awards has good and marketable title to all of its property
and assets subject to no mortgage, pledge, lien or other encumbrance except as
disclosed in the financial statements attached as Exhibit B.
(f) As of the date of the financial statements, Awards has no
obligations, liabilities, or commitments, contingent or otherwise, of a material
nature, except as set forth in the financial statements attached as Exhibit B.
(g) Since the date of the aforementioned financial statements,
there has been no change in the nature of the business of Awards, nor in its
financial condition or property, other than changes in the usual and ordinary
course of business, none of which has been materially adverse, and Awards has
incurred no obligations or liabilities or made any commitments other than in the
usual and ordinary course of business, none of which singularly or collectively
are material, except as disclosed in Exhibit B.
(h) Awards is not a party to any employment contract with any
officer, director, or stockholder, or to any lease, agreement or other
commitment, nor to any pension, insurance, profit sharing, stock purchase or
bonus plan, except as disclosed in Exhibit B.
(i) Awards is not a defendant, nor a plaintiff against whom a
counterclaim has been asserted, in any litigation, pending or threatened, nor
has nay claim or investigation been made or asserted against Awards, nor are
there any
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proceedings threatened or pending before any federal, state or municipal
government, or any department, board, body or agency thereof, involving Awards,
except as disclosed in Exhibit B.
(j) Awards is not in default under any agreement to which it is
a party, nor in the payment or any of its obligations.
(k) Between the date of the financial statements and the
closing, Awards will not have (i) paid or declared any dividends on or made any
distributions in respect of, or issued, purchased or redeemed, any of the
outstanding shares of its Awards stock, or issued any additional shares of its
Awards stock, or (ii) made or authorized any changes in its Articles of
Incorporation, or in any amendment thereto, or in its By-Laws, or (iii) made any
commitments or disbursements or incurred any obligations or liabilities which
are not in th usual and ordinary course of business, or (iv) mortgaged or
pledged or subjected to any lien, charge or other encumbrance any of its assets,
tangible or intangible, or (v) sold, leased, or transferred or contracted to
sell, lease or transfer any assets, tangible or intangible, or entered into any
other transactions, or (vi) made any loan or advance to any stockholder of
Awards, or to any other person, firm or corporation, or (vii) made any change in
any existing employment agreement or increased the compensation payable or made
any arrangement for the payment of any bonus to any officer, director, employer
or agent, except as set forth in Exhibit B hereof.
(l) This Exchange Agreement has been duly executed by Awards,
by its President who has been duly authorized to do so by the Board of
Directors, and
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the execution and performance of this Exchange Agreement will not violate, or
result in a breech of, or constitute a default in its Articles of Incorporation,
any agreement, instrument, judgment, order or decree to which Awards is a party,
or to which Awards or any of its properties are subject, nor will such execution
and performance constitute a violation of or conflict with any fiduciary duty to
which Awards is subject, to the best of Awards knowledge.
(m) Awards has timely filed or timely filed necessary
extensions with the appropriate governmental authorities, all tax and other
returns required to b filed by it. Such returns are true and complete and al
taxes shown thereon to be due have been paid.
(n) Awards is not in default with respect to any order, writ,
injunction, or decree of any court of federal, state, municipal or other
governmental court, department, commission, board, bureau, agency or
instrumentality, domestic or foreign. Awards has complied in all material
respects with all laws, regulations and orders applicable to its business.
(o) No representation or warranty in this section, nor
statement in any document, certificate or schedule furnished or to be furnished
pursuant to this Exchange Agreement by Awards, or in connection with the
transactions contemplated hereby, contains or contained any untrue statement of
a material fact, nor does or will omit to state a material fact necessary to
make any statement of fact contained herein or therein not misleading.
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3. [DATE AND TIME OF CLOSING] The Closing shall be held on Monday,
December 15, 2003, at 10:00 a.m. local time, at Xxxxx 000, 00 Xxxx Xxxxxxx
Xxxxxx, Xxxx, Xxxxxx 00000, or at such other time and place as may be mutually
agreed upon between the parties in writing.
4. [EXCHANGE OF SHARES OF STOCK] The mode of carrying into effect the
exchange of stock provided for in this Exchange Agreement shall be as follows:
(a) Awards shall call a Special Meeting of the Board of
Directors to be held on December 8, 2003, at 10:00 a.m. local time, at Xxxxx
000, 00 Xxxx Xxxxxxx Xxxxxx, Xxxx, Xxxxxx 00000, for the following purposes: (i)
Ratify, approve and carry out the terms and conditions contained in this
Exchange Agreement; (ii) to effect the delivery of 22,000,000 shares of Awards
common stock, in exchange for the conveyance of all of the outstanding capital
stock of Australian being conveyed to Awards, which shall thereafter own the
assets subject to the liabilities listed on Exhibit A attached hereto. (iii) to
elect Xxxxxxx Xxxxxx Xxxxxx as the Director to comprise the entire board.
5. [FINDERS FEE] Both Awards and Australian agree that a
restructuring and finders fee totaling 2,200,000 common shares to be issued
under a consulting agreement will be by payable by Awards on closing. Each party
represents to the other that it will pay any other broker or agent, engaged by
it for the payment of any other finders fee.
6. [NOTICES] Any notice under this Exchange Agreement shall be deemed
to have been sufficiently given if sent by registered or certified mail, postage
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prepaid, or other sufficient form of delivery addressed as follows:
If to Awards, to:
Xxxxx Xxx Xxxxxx
00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
If to Australian, to:
Xxxxxxx Xxxxxx Xxxxxx
Xxxxx 0, 000 Xxxxx Xxxxxx
Xxxxxxxx XXX 0000
Jersy, JE4 8TY, Channel Islands
or to any other address or addresses which may hereafter be designated by the
parties.
7. [FURTHER ASSURANCES] This Exchange Agreement may be executed in
any number of counterparts, each of which when executed and delivered shall be
an original, but all such counterparts shall constitute one and the same
instrument.
8. [MERGER CLAUSE] This Exchange Agreement supersedes all prior
agreements and understandings between the parties and may not be changed or
terminated orally, and no attempted change, termination or waiver of any of the
provisions hereof shall be binding unless in writing and signed by the parties
hereto.
10. [GOVERNING LAW] This Agreement shall be governed by and construed
according to the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have caused this Exchange
Agreement to be executed the day and year first above written.
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AWARDS
By ____________________________
Xxxxx Xxx Xxxxxx
President
(Hereunto duly authorized)
AUSTRALIAN
By ____________________________
Xxxxxxx Xxxxxx Xxxxxx
Owning one share
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Exhibit B
"Awards" Identification of Liabilities, Contingencies and Commitments at closing
1. Obligations, Liabilities or commitments: None except as noted in 5
2. Employment contracts with directors, officers or employees: None
3. Litigation pending or threatened None
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