EXCHANGE AGREEMENT
EXCHANGE AGREEMENT ("Agreement"), entered into as of this ____ day of May
1999 by and among the Sellers named on Schedule A hereto (collectively ,
"Sellers"), and Teltran International Group, Inc. ("Purchaser").
R E C I T A L S
WHEREAS, the Sellers are the registered and beneficial owners of all of the
issued and outstanding common stock of OmniCom of New York, Inc., a New York
corporation (the "Corporation");
WHEREAS, the Sellers wish to sell and the Purchaser wish to purchase all of
such shares, on and subject to the terms and conditions of this Agreement;
NOW THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Agreement to Purchase and Sell; Purchase Price
Subject to the terms of this Agreement, the Sellers hereby sell,
assign, transfer and deliver to the Purchaser, and the Purchaser hereby purchase
from the Sellers all of the issued and outstanding shares of common stock of the
Corporation (the "Purchased Shares"). The aggregate purchase price for the
Purchased Shares shall be One Hundred Fifteen Thousand (115,000) shares of the
common stock of the Purchaser (the "Teltran Shares").
1.2 Deliveries by the Parties
(a) The Purchaser shall deliver to the Sellers certificates for the Teltran
Shares in the amounts listed on Schedule A hereto and registered in the name of
each person or entity set forth next to such amounts. Such certificates shall
bear the following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR
ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR
(iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
(b) Sellers shall deliver to the Purchaser stock certificates representing
the Purchased Shares being sold by the Sellers, duly endorsed in blank and
otherwise in form acceptable for transfer on the books of the Corporation.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE SELLERS
Each of the Sellers hereby jointly and severally represent and warrant to
the Purchaser as follows:
2.1 Execution, Delivery and Performance of Agreement. The execution and
delivery of this Agreement by the Sellers, and all other documents contemplated
hereby, and the performance of their respective obligations hereunder and
thereunder are within the respective powers of each of the Sellers.
2.2 Enforceability. This Agreement constitutes, when executed and
delivered by the Sellers in accordance herewith, the valid and binding
obligations of the Sellers enforceable in accordance with its terms, subject to
general principles of equity and bankruptcy or other laws relating to or
affecting the rights of creditors generally.
2.3 Sellers' Ownership of Shares. Sellers own the Purchased Shares being
sold hereunder free and clear of any liens or encumbrances.
2.4 Organization and Standing. The Corporation is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all requisite corporate power and
authority, and all authorizations, licenses, permits and certifications
necessary to own its properties and assets and to carry on its business as it is
now being conducted and proposed to be conducted. The Corporation is duly
qualified to transact business and is in good standing in each jurisdiction in
which the character of the properties owned or leased by it or the nature of its
businesses makes such qualification necessary.
2.5 No Untrue Statements. Neither this Agreement nor any of the
"Disclosure Documents", as hereinafter defined, delivered by Sellers contains
any untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements contained herein or therein not
misleading in the light of the circumstances under which such statements are
made. There exists no fact or circumstances which, to the knowledge of the
Sellers, materially and adversely affects the business, properties, assets, or
conditions, financial or otherwise, of the Corporation, which has not been set
forth in this Agreement or disclosed in such documents.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER
Purchaser hereby represents and warrants to the Sellers as follows:
3.1 Execution, Delivery and Performance of Agreement; Authority. The
execution and delivery of this Agreement by the Purchaser, and all other
agreements and documents contemplated hereby, and the performance of their
respective obligations hereunder and thereunder are within the respective powers
of the Purchaser, having been duly authorized.
3.2 Enforceability. This Agreement constitutes, when executed and
delivered by the Purchaser in accordance herewith, the valid and binding
obligations of the Purchaser enforceable in accordance with its terms, subject
to general principles of equity and bankruptcy or other laws relating to or
affecting the rights of creditors generally.
3.3 Organization and Standing. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation and has all requisite corporate power and authority, and all
authorizations, licenses, permits and certifications necessary to own its
properties and assets and to carry on its business as it is now being conducted
and proposed to be conducted. Purchaser is duly qualified to transact business
and is in good standing in each jurisdiction in which the character of the
properties owned or leased by it or the nature of its businesses makes such
qualification necessary.
2.5 No Untrue Statements. Neither this Agreement nor any of the
"Disclosure Documents", as hereinafter defined, delivered by Purchaser contains
any untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements contained herein or therein not
misleading in the light of the circumstances under which such statements are
made. There exists no fact or circumstances which, to the knowledge of the
Purchaser, materially and adversely affects the business, properties, assets, or
conditions, financial or otherwise, of the Purchaser, which has not been set
forth in this Agreement or disclosed in such documents.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.1 Headings. The inclusion of headings in this Agreement is for
convenience of reference only and shall not affect the construction or
interpretation hereof.
4.2 Entire Agreement; Waiver. This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter of this
Agreement. There are no warranties, representations or other agreements between
the parties in connection with such subject matter except as specifically set
forth or referred to in this Agreement. No amendment, waiver or termination of
this Agreement shall be binding unless executed in writing by the party to be
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bound thereby. No waiver of any provision of this Agreement shall constitute a
continuing waiver unless otherwise expressly provided.
4.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
4.4 Assignment. No party may assign its rights or benefits under this
Agreement and any such purported assignment or transfer is hereby declared null
and void.
4.5 Cooperation; Further Assurances.. The parties shall cooperate fully
and in good faith with each other and their respective legal advisers,
accountants and other representatives in connection with any steps required to
be taken as part of their respective obligations under this Agreement. Each of
the parties shall promptly do, make, execute, deliver, or cause to be done,
made, executed or delivered, all such further acts, documents and things as the
other parties hereto may reasonably require from time to time for the purpose of
giving effect to this Agreement and the transactions contemplated by this
Agreement and shall use reasonable efforts and take all such steps as may be
reasonably within its power to implement the provisions of this Agreement to its
full extent.
4.6 Counterparts. This Agreement may be signed in counterparts and each
such counterpart shall constitute an original document and such counterparts,
taken together, shall constitute one and the same instrument.
4.7 Disclosure Documents. The term "Disclosure Documents" shall mean all
the information and other documents, including financial statements, that one of
the parties hereto has delivered to the other party in connection with the
transaction contemplated hereby or previously filed with any governmental
agency.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first set forth above.
PURCHASER: SELLERS:
TELTRAN INTERNATIONAL
GROUP, INC.
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By:
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Xxxxx Xxxxxx, President
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