EXHIBIT 2.2
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made this 14th day of February, 2003, by and between L.L. Xxxxx
International, Inc., a Nevada corporation, (the "ISSUER"), Xxxxxxx Xxxxx Xxxxx
and Xxxxxx Xxxxx (collectively "XXXXX"), L.L. Xxxxx & Associates, Inc., a
Washington corporation ("LLBA"), Terra Block Consolidated, Inc., a Nevada
corporation ("TBCI") and for the benefit of the individual shareholders, (the
"SHAREHOLDERS"), which SHAREHOLDERS own of all the issued and outstanding shares
of TBCI.
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. a. EXCHANGE OF SECURITIES. Subject to the terms and conditions of this
Agreement, ISSUER agrees to issue to SHAREHOLDERS, prorata, a total of 8,386,197
shares of the common stock of ISSUER, $0.001 par value (the "Shares"), in
exchange for all the issued and outstanding shares of TBCI, such that TBCI shall
become a wholly owned subsidiary of the ISSUER.
Additionally, XXXXX agrees to sell to SHAREHOLDERS, prorata, a total of
5,000,000 shares of the common stock of ISSUER, $0.001 par value for a total of
$1,000.00, paid in hand, the receipt and sufficiency of which is hereby
acknowledged.
b. EXCHANGE OF CASH CONSIDERATION. Subject to the terms and conditions of
this Agreement, TBCI agrees to pay to LLBA, the sum of forty-nine thousand
dollars ($49,000), out of which LLBA shall pay the expense of auditing ISSUER's
financial statements for the fiscal year ended December 31, 2002 and in exchange
for an assumption by LLBA of all the contracts, debts, obligations and
liabilities of ISSUER (except outstanding indebtedness of ISSUER to Mintmire &
Associates, which LLBA shall not assume).
2. REVERSE STOCK SPLIT. ISSUER, XXXXX, LLBA, TBCI and SHAREHOLDERS do
hereby consent to and approve of a reverse split of ISSUER's common stock in
connection with this Agreement at a ratio of 1:2, effective February 7, 2003, or
as soon thereafter as approved by the National Association of Securities Dealers
("NASD") and also agree not to conduct another reverse split of ISSUER's common
stock for a period of at least one year from the date of this Agreement.
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3. SPINOUT OF L.L. XXXXX & ASSOCIATES, INC. Also in exchange for XXXXX and
LLBA's assumption of all of the contracts, debts, obligations and liabilities of
ISSUER as of the date of this Agreement (except all outstanding indebtedness of
ISSUER to Mintmire & Associates, which LLBA shall not assume), a hold harmless
and indemnification agreement by XXXXX and LLBA in favor of ISSUER as attached
hereto as Exhibit B and a commitment by XXXXX and LLBA to pay for an audit of
ISSUER's financial statements for the fiscal year ended December 31, 2002,
ISSUER agrees to issue to XXXXX a number of shares of the common stock of LLBA
such that LLBA shall cease to be a wholly- owned subsidiary of ISSUER and such
that XXXXX shall own one hundred percent (100%) of the issued and outstanding
stock of LLBA (the "SPINOUT"). Upon completion of the SPINOUT, ISSUER shall
change its business plan to that of TBCI.
4. REPRESENTATIONS AND WARRANTIES. ISSUER, XXXXX and LLBA represent and
warrant to SHAREHOLDERS and TBCI the following:
i. Organization. ISSUER is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, and has all
necessary corporate powers to own properties and carry on a business, and
is duly qualified to do business and is in good standing in Nevada. All
actions taken by the Incorporators, directors and shareholders of ISSUER
have been valid and in accordance with the laws of the State of Nevada.
ii. Capital. The authorized capital stock of ISSUER consists of
20,000,000 shares of common stock, $0.001 par value, of which 11,613,803
are issued and outstanding. All outstanding shares are fully paid and
nonassessable, free of liens, encumbrances, options, restrictions (with the
exception of Rule 144 requirements) and legal or equitable rights of others
not a party to this Agreement. Following this closing, there shall be a
total of 10,000,000 (postsplit) shares of common stock of ISSUER issued and
outstanding and there will be no outstanding subscriptions, options,
rights, warrants, convertible securities, or other agreements or
commitments obligating ISSUER to issue or to transfer from treasury any
additional shares of its capital stock. None of the outstanding shares of
ISSUER are subject to any stock restriction agreements. All of the
shareholders of ISSUER have valid title to such shares and acquired their
shares in a lawful transaction and in accordance with the laws of Nevada.
iii. Financial Statements. The financial statements of ISSUER have
been prepared in accordance with generally accepted accounting principles
consistently followed by ISSUER throughout the periods indicated, and
fairly present the financial position of ISSUER as of the date of the
balance sheet and the financial statements, and the results of its
operations for the periods indicated. ISSUER is current in its filings with
the Securities and Exchange Commission.
iv. Absence of Changes. Since the date of the financial statements
filed with the Securities and Exchange Commission, there has not been any
change in the financial condition or operations of ISSUER, except changes
in the ordinary course of business, which changes have not in the aggregate
been materially adverse.
v. Liabilities. ISSUER does not have any debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or
otherwise, and whether due or to become due, that is not reflected on the
ISSUERS' financial statements. ISSUER is not aware of any pending,
threatened or asserted claims, lawsuits or contingencies involving ISSUER
or its common stock. There is no dispute of any kind between the ISSUER and
any third party, and no such dispute will exist at the closing of this
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Agreement. At closing, ISSUER will be free from any and all liabilities,
liens, claims and/or commitments, other than an indebtedness of the Company
to Mintmire & Associates for legal services rendered.
vi. Ability to Carry Out Obligations. ISSUER has the right, power, and
authority to enter into and perform its obligations under this Agreement.
The execution and delivery of this Agreement by Issuer and the performance
by ISSUER of its obligations hereunder will not cause, constitute, or
conflict with or result in (a) any breach or violation or any of the
provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, articles of incorporation, bylaw, or other
agreement or instrument to which ISSUER or its shareholders are a party, or
by which they may be bound, nor will any consents or authorizations of any
party other than those hereto be required, (b) an event that would cause
ISSUER to be liable to any party, or (c) an event that would result in the
creation or imposition or any lien, charge or encumbrance on any asset of
ISSUER or upon the securities of ISSUER to be acquired by SHAREHOLDERS.
vii. Full Disclosure. None of the representations and warranties made
by the ISSUER, or in any certificate or memorandum furnished or to be
furnished by the ISSUER, contains or will contain any untrue statement of a
material fact, or omit any material fact the omission of which would be
misleading.
viii. Power of Attorney. No person holds a power of attorney from
ISSUER.
ix. Compliance with Laws. ISSUER has complied with, and is not in
violation of any federal, state, or local statute, law, and/or regulation
pertaining to ISSUER. ISSUER has complied with all federal and state
securities laws in connection with the issuance, sale and distribution of
its securities.
x. Litigation. ISSUER is not a party to any suit, action, arbitration,
or legal, administrative, or other proceeding, or pending governmental
investigation. To the best knowledge of the ISSUER, there is no basis for
any such action or proceeding and no such action or proceeding is
threatened against ISSUER and ISSUER is not subject to or in default with
respect to any order, writ, injunction, or decree of any federal, state,
local, or foreign court, department, agency, or instrumentality.
xi. Conduct of Business. Prior to the closing, ISSUER shall conduct
its business in the normal course, and shall not (1) sell, pledge, or
assign any assets (2) amend its Articles of Incorporation or Bylaws, (3)
declare dividends, redeem or sell stock or other securities, (4) incur any
liabilities, (5) acquire or dispose of any assets, enter into any contract,
guarantee obligations of any third party, or (6) enter into any other
transaction.
xii. Documents. All minutes, consents or other documents pertaining to
ISSUER to be delivered at closing shall be valid and in accordance with the
laws of Nevada.
xiv. Title. The Shares to be issued to SHAREHOLDERS will be, at
closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind, shall be issued pursuant
to Regulation D, Section 506 and 4(2)of the Act and shall bear a Rule 144
legend. None of such Shares are or will be subject to any voting trust or
agreement. No person holds or has the right to receive any proxy or similar
instrument with respect to such shares, except as provided in this
Agreement, neither the ISSUER nor XXXXX is a party to any agreement which
offers or grants to any person the right to purchase or acquire any of the
securities to be issued to SHAREHOLDERS. There is
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no applicable local, state or federal law, rule, regulation, or decree
which would, as a result of the issuance of the Shares to SHAREHOLDERS,
impair, restrict or delay SHAREHOLDERS' voting rights with respect to the
Shares.
5. SHAREHOLDERS and TBCI represent and warrant to ISSUER the following:
i. Organization. TBCI is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in Nevada and has
10,505,000 shares of its common stock issued and outstanding and no other
stock or class thereof issuer and outstanding. All actions taken by the
Incorporators, directors and shareholders of TBCI have been valid and in
accordance with the laws of Nevada.
ii. Shareholders and Issued Stock. Exhibit A annexed hereto sets forth
the names, shareholdings and consents of 100% of TBCI shareholders to this
transaction.
iii. General Obligations. Following the closing, ISSUER shall comply
with applicable federal and state securities laws.
iv. Counsel. SHAREHOLDERS and TBCI represent and warrant that prior to
Closing, that they are represented by independent counsel or have had the
opportunity to retain independent counsel to represent them in this
transaction.
v. No reverse stock splits. ISSUER shall not effect a reverse split of
its common stock (other than the 1:2 reverse stock split in connection with
this Agreement) for a period of at least one year from the date of this
Agreement.
6. INVESTMENT INTENT. SHAREHOLDERS agree that the shares being issued
pursuant to this Agreement may be sold, pledged, assigned, hypothecate or
otherwise transferred, with or without consideration (a "Transfer"), only
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from registration under the Act, the availability of which is to be
established to the satisfaction of ISSUER. SHAREHOLDERS agree, prior to any
transfer, to give written notice to ISSUER expressing his desire to effect the
transfer and describing the proposed transfer.
7. CLOSING. The closing of this transaction shall take place at the offices
of Mintmire & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000.
8. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER, XXXXX and LLBA
(1) Board of Directors Minutes authorizing the issuance of a
certificate or certificates for 8,386,197 Shares, registered in the
names of the SHAREHOLDERS equal to their pro-rata holdings in TBCI.
Assignment by XXXXX authorizing the issuance of a certificate or
certificates for 5,000,000 shares of the common stock of ISSUER,
registered in the name of the SHAREHOLDERS equal to their pro-rata
holdings of TBCI. All certificates shall be delivered promptly after
closing.
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(2) The resignation of all officers of ISSUER.
(3) A Board of Directors resolution appointing such person as
SHAREHOLDERS designate as a director(s) of ISSUER.
(4) The resignation of all the directors of ISSUER, except that
of SHAREHOLDER'S designee, dated subsequent to the resolution
described in 3, above.
(5) Current SEC filings of the ISSUER, which shall include a
current balance sheet and statements of operations, stockholders
equity and cash flows for the twelve (12) month period then ended.
(6) All of the business and corporate records of ISSUER,
including but not limited to correspondence files, bank statements,
checkbooks, savings account books, minutes of shareholder and
directors meetings, financial statements, shareholder listings, stock
transfer records, agreements and contracts.
(7) Such other minutes of ISSUER's shareholders or directors as
may reasonably be required by SHAREHOLDERS.
(8) An agreement by LLBA and XXXXX to indemnify and hold ISSUER
harmless for any and all contracts, debts, obligations and liabilities
of ISSUER (except outstanding indebtedness of ISSUER to Mintmire &
Associates) as well as a commitment to pay for an audit of ISSUER's
financial statements for the fiscal year ended December 31, 2002.
ii. By SHAREHOLDERS AND TBCI:
(1) Delivery to the ISSUER, or to its Transfer Agent, a
Resolution cancelling the issued and outstanding stock of TBCI.
(2) Consents signed by all TBCI shareholders consenting to the
terms of this Agreement.
(3) Shareholder list of TBCI certified by TBCI's secretary dated
of even date herewith.
9. REMEDIES.
i. Arbitration. Any controversy or claim arising out of, or relating
to, this Agreement, or the making, performance, or interpretation thereof,
shall be settled by arbitration in Palm Beach, Florida in accordance with
the Rules of the American Arbitration Association then existing, and
judgment on the arbitration award may be entered in any court having
jurisdiction over the subject matter of the controversy.
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10. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall
in no way be deemed to define, limit, or add to the meaning of any
provision of this Agreement.
ii. No oral change. This Agreement and any provision hereof, may not
be waived, changed, modified, or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
iii. Non Waiver. Except as otherwise provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have
been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (I) the failure of any party to insist in any
one or more cases upon the performance of any of the provisions, covenants,
or conditions of this Agreement or to exercise any option herein contained
shall not be construed as a waiver or relinquishment for the future of any
such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure, and (iii) no
waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.
iv. Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
v. Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings.
vi. Counterparts. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
vii. Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been
duly given on the date of service if served personally on the party to whom
notice is to be given, or on the third day after mailing if mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, and by fax, as follows:
ISSUER: L.L. Xxxxx International, Inc.
00000 00xx Xxxxxx Xxxxx, Xxxxx X-000
Xxxx, Xxxxxxxxxx 00000
Phone:(000) 000-0000
Fax:(000) 000-0000
With a copy which shall not constitute notice to:
Xxxxxx X. Xxxxxxxx, Esq.
Mintmire & Associates
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Phone:(000) 000-0000
Fax: (000) 000-0000
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TBCI: Terra Block Consolidated, Inc.
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Phone:(000) 000-0000
Fax: (000) 000-0000
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 14th
day of February 2003.
L.L. Xxxxx International, Inc. L.L. Xxxxx & Associates, Inc.
By: /s/ Xxxxxxx Xxxxx Xxxxx By: /s/ Xxxxxxx Xxxxx Xxxxx
------------------------------ ------------------------------
Xxxxxxx Xxxxx Xxxxx, President Xxxxxxx Xxxxx Xxxxx, President
Xxxxx Xxxxx Block Consolidated, Inc.
/s/ Xxxxxxx Xxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------------- ------------------------------
Xxxxxxx Xxxxx Xxxxx Xxxxxxx X. Xxxxxx, President,
CEO and Chairman
/s/ Xxxxxx Xxxxx
----------------------------
Xxxxxx Xxxxx
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EXHIBIT A
TBCI ISSUER XXXXX
Name Shares shares shares Consented To
------------------------------ ----------- ---------- ---------- ----------------------------------
Xxxxx Xxxxxxx 3,500,000 2,794,069 1,665,874 /s/ Xxxxx Xxxxxxx
Terra Block, Inc 3,500,000 2,794,069 1,665,874 /s/ Terra Block, Inc.
Xxxxxxx X. Xxxxxx 1,500,000 1,197,458 713,946 /s/ Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxx 1,500,000 1,197,458 713,946 /s/ Xxxxx X. Xxxxx
Intravest Capital Group, Inc. 250,000 199,576 118,991 /s/Intravest Capital Group, Inc.
Xxxx X. Xxxxxxx 200,000 159,661 95,193 /s/ Xxxx X. Xxxxxxx
Xxxx Xxxxxxx 20,000 15,966 9,520 /s/ Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxx 10,000 7,983 4,759 /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxxx 10,000 7,983 4,759 /s/ Xxxxxxx Xxxxxxx
Xxxxx Xxxxxxx 10,000 7,983 4,759 /s/ Xxxxx Xxxxxxx
Xxxxxx X. Xxxxxxxxx 5,000 3,991 2,379 /s/ Xxxxxx X. Xxxxxxxxx
10,505,000 8,386,197 5,000,000
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EXHIBIT B
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
For and in sole consideration of the spin-off of L.L. Xxxxx & Associates,
Inc., a Washington corporation ("LLBA") in favor of Xxxxxxx Xxxxx Xxxxx and
Xxxxxx Xxxxx ("Xxxxx"), the receipt and sufficiency of which is hereby
acknowledged, LLBA and Xxxxx shall indemnify Terra Block International, Inc.
f/k/a L.L. Xxxxx International, Inc., a Nevada corporation (the "Corporation")
from any contract, debt, obligation or any other liability of the Corporation as
of the date of this Agreement should the Corporation become a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by the Corporation in connection with such
action, suit or proceeding. However, LLBA and Xxxxx do not agree to indemnify
nor do they hold harmless the Corporation for all outstanding indebtedness of
the Company to Mintmire & Associates.
Additionally, LLBA and Xxxxx agree to pay all expenses in connection with
an audit of the financial statements of the Corporation for the fiscal year
ended December 31, 2002.
The Corporation shall give written notice of any third party claim within
the purview of this Agreement. LLBA and Xxxxx shall have 30 days within which to
respond to such notice by payment of the claim or defense thereof.
Should indemnification under this Agreement be proper, LLBA and Xxxxx shall
be afforded every opportunity to provide a defense for the Corporation, on its
behalf.
LLBA and Xxxxx may exercise the Corporation's power to purchase and
maintain insurance on behalf of the Corporation, against any liability asserted
against it and incurred by it, or arising out of its status as such.
The indemnification provided by this Agreement shall be deemed the
exclusive rights to the Corporation should it seek indemnification from LLBA
and/or Xxxxx.
This Agreement shall be governed by the laws of the State of Florida.
Executed, this 14th day of February, 2003.
L.L. XXXXX & ASSOCIATES, INC. XXXXX
/s/ Xxxxxxx Xxxxx Xxxxx /s/ Xxxxxxx Xxxxx Xxxxx
------------------------------ -------------------------------
Xxxxxxx Xxxxx Xxxxx, President Xxxxxxx Xxxxx Xxxxx
/s/ Xxxxxx Xxxxx
-------------------------------
Xxxxxx Xxxxx
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