EQUITY EXCHANGE AGREEMENT by and among ADEPTPROS INC., a Nevada Corporation, ADEPTPROS LLC, An Arizona Limited Liability Company, GENIUSPORT, INC, An Arizona Corporation, and
by and among
a Nevada Corporation,
ADEPTPROS LLC,
An Arizona Limited Liability Company,
GENIUSPORT, INC,
An Arizona Corporation,
and
The Equity Holders of
ADEPTPROS LLC,
And
GENIUSPORT, INC.
Dated as of April 15, 2014
THIS EQUITY EXCHANGE AGREEMENT (the “Agreement”), is made and entered into this 15th day of April, 2014 (the “Closing Date”), by and among ADEPTPROS INC., a Nevada corporation (“AdeptPros”), ADEPTPROS LLC, an Arizona Limited Liability Company (“AdeptLLC”), GENIUSPORT, INC., an Arizona Corporation (“GeniusPort”), and the Equity Holders of AdeptLLC and GeniusPort.
Premises
A. This Agreement provides for the acquisition of AdeptLLC and GeniusPort (the “Future Subsidiaries”) by AdeptPros, whereby the Future Subsidiaries become wholly owned subsidiaries of AdeptPros and in connection therewith, the issuance of shares of common stock, par value $0.001 per share, of AdeptPros (the “AdeptPros Shares”) to the equity holders of the Future Subsidiaries in the manner and quantity described herein, as well as the appointment of Xxxxxx Xxxxxxxxx as the President and CEO of AdeptPros
B. The board of directors of AdeptPros (the “AdeptPros Board”), the members of AdeptLLC (the “AdeptLLC Members”), the board of directors of GeniusPort (the “GeniusPort Board”), and the shareholders of GeniusPort (the “GeniusPort Shareholder”) have each determined, subject to the terms and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in their best interests. This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisitions and exchange of equity.
Agreement
NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES OF
ADEPTPROS
As an inducement to and to obtain the reliance of the Future Subsidiaries, AdeptPros represents and warrants as follows:
Section 1.1 Organization. AdeptPros is a corporation duly organized, and validly existing under the laws of Nevada and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of AdeptPros articles of incorporation or bylaws. AdeptPros has full power, authority and legal right and has taken all action required by law, its articles of incorporation, its bylaws or otherwise to authorize the execution and delivery of this Agreement.
Section 1.2 Capitalization and Outstanding Equity. The authorized capitalization of AdeptPros consists of 190,000,000 AdeptPros Shares, and 10,000,000shares blank check preferred, par value $.001per share (the “AdeptPros Blank Check Shares”)[ As of the Closing Date, AdeptPros had not issued any AdeptPros Blank Check Shares, and has 5.624,663 issued and outstanding AdeptPros Shares. The full list of holders of AdeptPros Shares and their respective ownership is attached hereto as Schedule 1.2.
Section 1.3 Approval of Agreement. The AdeptPros Board has authorized the execution and delivery of the Agreement and has approved the transactions contemplated hereby.
Section 1.4 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which AdeptPros is a party or to which any of its properties or operations are subject.
Section 1.5 Information. The information concerning AdeptPros as set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF ADEPTLLC
As an inducement to, and to obtain the reliance of AdeptPros, AdeptLLC represents and warrants as follows:
Section 2.1 Organization. AdeptLLC is a limited liability company duly organized, validly existing and in good standing under the laws of Arizona and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country or states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of AdeptLLC’s articles of organization, as amended, or other governing documents. AdeptLLC has full power, authority and legal right and has taken all action required by law, its articles of organization and other governing documents, or otherwise to authorize the execution and delivery of this Agreement.
Section 2.2 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which AdeptLLC is a party or to which any of its properties or operations are subject.
Section 2.3 Approval of Agreement. The AdeptLLC Members have authorized the execution and delivery of the Agreement and have approved the transactions contemplated hereby.
Section 2.4 Information. The information concerning AdeptLLC as set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.
ARTICLE III
REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE
ADEPTLLC MEMBERS
As an inducement to, and to obtain the reliance of AdeptPros, the AdeptLLC Members represent and warrant as follows:
Section 3.1 Lawful Owner. Each AdeptLLC Member is the lawful owner of his or her membership interest in AdeptLLC (the “AdeptLLC Membership Interest”) and has the power to transfer and deliver the AdeptLLC Membership Interest in accordance with the terms of this Agreement. The delivery of documentation evidencing the transfer of the AdeptLLC Membership Interests pursuant to the provisions of this Agreement will transfer to AdeptPros good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
Section 3.2 AdeptLLC Members and Respective Interests. The AdeptLLC Members include those individuals listed on Schedule 3.2 attached hereto. Those individuals listed are the only AdeptLLC Members.
Section 3.3 No Encumbrances. The AdeptLLC Members have not encumbered or mortgaged any right or interest in their AdeptLLC Membership Interests.
ARTICLE IV
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF GENIUSPORT
As an inducement to, and to obtain the reliance of AdeptPros, GeniusPort represents and warrants as follows:
Section 4.1 Organization. GeniusPort is a corporation duly organized, validly existing and in good standing under the laws of Arizona and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country or states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of GeniusPort’s certificate of incorporation or bylaws. GeniusPort has full power, authority and legal right and has taken all action required by law, its certificate of incorporation and bylaws, or otherwise to authorize the execution and delivery of this Agreement.
Section 4.2 Capitalization and Outstanding Equity. The authorized capitalization of GeniusPort consists of 1,000 shares of GeniusPort common stock, no par value per share (the “GeniusPort Shares”). All of the GeniusPort Shares have been issued and are outstanding, pursuant to Section 5.2 of this Agreement below.
Section 4.3 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which GeniusPort is a party or to which any of its properties or operations are subject.
Section 4.4 Approval of Agreement. The GeniusPort Board has authorized the execution and delivery of the Agreement and has approved the transactions contemplated hereby.
Section 4.5 Information. The information concerning GeniusPort as set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.
ARTICLE V
REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE
Geniusport SHAREHOLDERS
As an inducement to, and to obtain the reliance of AdeptPros, the holders of GeniusPort Shares (the “GeniusPort Shareholders”) represent and warrant as follows:
Section 5.1 Lawful Owner. Each GeniusPort Shareholder is the lawful owner of his or her GeniusPort Shares and has the power to transfer and deliver the GeniusPort Shares in accordance with the terms of this Agreement. The delivery of documentation evidencing the transfer of the GeniusPort Shares pursuant to the provisions of this Agreement will transfer to AdeptPros good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
Section 5.2 GeniusPort Shareholders and Respective Interests. The GeniusPort Shareholders include those individuals listed on Schedule 5.2 attached hereto. Those individuals are the only GeniusPort Shareholders.
Section 5.3 No Encumbrances. The GeniusPort Shareholders have not encumbered or mortgaged any right or interest in their GeniusPort Shares.
ARTICLE VI
EXCHANGE PROCEDURE, RESIGNATION AND APPOINTMENT OF ADEPTPROS OFFICERS, AND OTHER CONSIDERATION
Section 6.1 Delivery of Securities to AdeptPros. On the Closing Date, the AdeptLLC Members and the GeniusPort Shareholders (together, the “Future Subsidiary Equityholders”) shall deliver certificates or other documents evidencing their respective equity interests (which include the AdeptLLC Membership Interests and the GeniusPort Shares, which together are the “Future Subsidiary Equity Interests”), duly endorsed in blank or with executed power attached thereto in transferable, and transfer such interests to AdeptPros, so that the Future Subsidiaries shall become wholly-owned subsidiaries of AdeptPros.
Section 6.2 Issuance/Delivery of the AdeptPros Shares. In exchange for AdeptPros acquiring the Future Subsidiary Equity Interests pursuant to Section 6.1, AdeptPros shall issue and deliver a total of 44,375,337 AdeptPros Shares to the Future Subsidiary Equityholders pursuant to Schedule 3.2 and Schedule 5.2, respectively attached hereto.
Section 6.3 Resignation of AdeptPros Officers. In connection with this Agreement and the transactions contemplated herein, the AdeptPros Board shall accept the resignation of one of the executive officers of AdeptPros (the “Old Officer”), which include Xxxxxxxx Xxxxx, Corporate Secretary. The acceptance of such resignation shall not occur until immediately after the closing of this Agreement.
Xxxxx X. Xxxxxxxxxx, shall resign as President, however, shall remain as a director and Chief Financial Officer
Section 6.4 Appointment of AdeptPros Officers. Simultaneous with the acceptance of the resignation of the Old Officers pursuant to Section 6.3, the AdeptPros Board shall appoint Xxxxxx Xxxxxxxxx as the President and CEO, Secretary and Treasurer of AdeptPros to fill the officer vacancies.
Section 6.5 Events Prior to Closing. Upon execution hereof or as soon thereafter as practical, management of AdeptPros and the Future Subsidiaries shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.
ARTICLE VII
SPECIAL COVENANTS
Section 7.1 Availability of Rule 144. AdeptPros and the AdeptPros shareholders holding “restricted securities”, as that term is defined in Rule 144 of the 1933 Securities Act will remain as “restricted securities” after the Closing Date. AdeptPros is under no obligation to register such shares under the Securities Act, or otherwise. The shareholders of AdeptPros holding restricted securities of AdeptPros as of the date of this Agreement and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein. The covenants set forth in this Section 7.1 shall survive the Closing Date.
Section 7.2 Special Covenants and Representations Regarding the AdeptPros Shares to be issued in the Exchange. The consummation of this Agreement, including the issuance of the AdeptPros Shares to the Future Subsidiary Equityholders as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Future Subsidiary Equityholders acquire such securities.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Brokers and Finders. Each party hereto hereby represents and warrants that it is under no obligation, express or implied, to pay certain finders in connection with the bringing of the parties together in the negotiation, execution, or consummation of this Agreement.
Section 8.2 Law, Forum and Jurisdiction. This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada, United States of America.
Section 8.3 Notices. Any notices or other communications required or permitted hereunder after the Closing Date shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram addressed as follows:
| If to AdeptPros: | AdeptPros Inc. | |
|
0000 Xxxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, Xxxxxx 00000 | ||
| Attn: Xxxxx X. Xxxxxxxxxx, President | ||
| If to AdeptLLC: | AdeptPros, LLC | |
|
00000 X. 00xx Xx. Xxxxx 000 Xxxxxxxxxx, XX 00000 | ||
| Attn: Xx. Xxxxxx Xxxxxxxxx | ||
| If to GeniusPort: | GeniusPort Inc. | |
| 00000 X. 00xx Xx., Xxxxx 000 | ||
|
Xxxxxxxxxx, XX, 00000 Attn: Xx. Xxxxxx Xxxxxxxxx |
| With a copy to (which shall not constitute notice): | ||
| Szaferman, Lakind, Xxxxxxxxx & Blader, P.C. | ||
| 000 Xxxxxxx Xxxx Xxxx, Xxxxxx Xxxxx | ||
| Xxxxxxxxxxxxx, Xxx Xxxxxx 00000 | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
| Attn: Xxxxx X. Xxxxxx, Esq. | ||
or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed or telegraphed.
Section 8.4 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter hereof. This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein. This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.
Section 8.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.
Section 8.6 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.
Section 8.7 Expenses. Each party herein shall bear all of their respective costs and expenses incurred in connection with the negotiation of this Agreement and in the consummation of the transactions provided for herein and the preparation thereof.
Section 8.8 Headings; Context. The headings of the sections and paragraphs contained in this Agreement are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of this Agreement.
Section 8.9 Benefit. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto, and their permitted assigns hereunder. This Agreement shall not be assigned by any party without the prior written consent of the other party.
Section 8.10 Severability. In the event that any particular provision or provisions of this Agreement or the other agreements contained herein shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of such agreements, which shall continue in full force and effect and be binding upon the respective parties hereto.
Section 8.11 Execution Knowing and Voluntary. In executing this Agreement, the parties severally acknowledge and represent that each: (a) has fully read and considered this Agreement; (b) has been or has had the opportunity to be fully apprised by its attorneys of the legal effect and meaning of this document and all terms and conditions hereof; (c) is executing this Agreement voluntarily, free from any influence, coercion or duress of any kind.
Section 8.12 Conflict of Interest. Each of the parties to this agreement (the “Parties”) understand that Szaferman, Lakind, Xxxxxxxxx & Blader, P.C. is representing all Parties, which represents a conflict of interest. The Parties understand that they have the right to different counsel due to this conflict of interest. Notwithstanding the above, the Parties agree to waive this conflict and have Szaferman, Lakind, Xxxxxxxxx & Blader, P.C. represent each of them in this Agreement. The Parties agree to hold this law firm harmless from any and all liabilities that may occur or arise due to this conflict.
[Remainder of Page Intentionally Left Blank]
[Signature Pages to Equity Exchange Agreement – AdeptPros]
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, and entered into as of the date first above written.
| ADEPTPROS INC. | ||
| By: | ||
| Name: | Xxxxx X. Xxxxxxxxxx | |
| Title: | President | |
[Signature Pages to Equity Exchange Agreement – ADEPTLLC]
| ADEPTPROS LLC | ||
| By: | ||
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | Managing Member | |
| MEMBERS OF ADEPTPROS LLC | ||
| By: | ||
| Name: | Xxxxx Xxxxxxx | |
| Title: | Member | |
| By: | ||
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | Member | |
| By: | ||
| Name: | Xxxxxxx Kode | |
| Title: | Member | |
| By: | ||
| Name: | Xxxxxx Xxxxx | |
| Title: | Member | |
| By: | ||
| Name: | Xxxxxxx Xxxxxxxxx | |
| Title: | Member | |
| By: | ||
| Name: | Xxxxx Xxxxx | |
| Title: | Member | |
| By: | ||
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Member | |
| By: | ||
| Name: | Xxxxx Xxxx | |
| Title: | Member | |
| By: | ||
| Name: | Xxxxxxx Xxxxx | |
| Title: | Member | |
| By: | ||
| Name: | Xxxxxxxxx Xxx Chavadam | |
| Title: | Member | |
| By: | ||
| Name: | Srinaresh Kumar Xxxxxx | |
| Title: | Member | |
| By: | ||
| Name: | Xxxxxxxxxx Xxxxxxxxxx | |
| Title: | Member |
[Signature Pages to Equity Exchange Agreement – GeniusPort]
| GENIUSPORT, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| SHAREHOLDERS OF GENIUSPORT, INC. | ||
| By: | ||
| Name: | Xxxxx Xxxxxxx | |
| Title: | Shareholder | |
| By: | ||
| Name: | Xxxxxxx Kode | |
| Title: | Shareholder | |
Schedule 1.2
AdeptPros Inc. Shareholders
| Name of Shareholder | Number of Shares | ||||
| Xxxxxxx Kode | 224,797 | ||||
| Xxxxxx Mandewalker | 999,550 | ||||
| Xxxxxx Xxxxxx | 1,250,000 | ||||
| Xxxxx Xxxxxxxxxx | 1,232,124 | ||||
| Xxxxx Xxxxx | 1,008,102 | ||||
| Xxxxxx Xxxxxx | 900,090 | ||||
| Xxxxx Xxxxxxxxx | 500 | ||||
| Xxxxxx Smietanksi | 500 | ||||
| Xx. Xxxxxxxx Xxxxxx | 500 | ||||
| Xxxxx Gebski PLLC | 500 | ||||
| Xxxxxx XxXxxx | 500 | ||||
| Xxxxxxx X. Xxxxx | 500 | ||||
| Xxxxx Xxxxx Oil Company Inc. | 500 | ||||
| Xxxx X. Xxxxxxxxxx | 500 | ||||
| Xxxxxx Xxxxx | 500 | ||||
| Chichester Associates Inc. | 500 | ||||
| Xxxxxxxx X. X’Xxxxxx | 500 | ||||
| Xxxxxxx XxXxxxxxxx Xx. | 500 | ||||
| Xxxxx Xxxxx | 500 | ||||
| Xxxxxxx XxXxxx | 500 | ||||
| Sterling Seal & Supply Inc. | 500 | ||||
| ADDR Properties LLC | 500 | ||||
| Integrity Cargo Freight Corp | 500 | ||||
| Q5 Ventures LLC | 500 | ||||
| Xxxxxx XxXxxx | 500 | ||||
| Xxxx X. Xxxxxxxxxx | 500 | ||||
Schedule 3.2
AdeptLLC Members and Respective Interests
| Name of Investor | Number of Interests | AdeptPros Common Stock to be Issued at the Closing | ||||||
| Xxxxx Xxxxxxx | 4,291,808 | 4,291,808 | ||||||
| Xxxxxx Xxxxxxxxx | 15,000,000 | 15,000,000 | ||||||
| Xxxxxxx Kode | 11,263,389 | 11,263,389 | ||||||
| Xxxxxx Xxxxx | 5,660,797 | 5,660,797 | ||||||
| Xxxxxxx Xxxxxxxxx | 3,275,176 | 3,275,176 | ||||||
| Xxxxx Xxxxx | 2,365,404 | 2,365,404 | ||||||
| Xxxxx Xxxxxxxx | 401,042 | 401,042 | ||||||
| Xxxxx Xxxx | 401,042 | 401,042 | ||||||
| Xxxxxxx Xxxxx | 401,042 | 401,042 | ||||||
| Xxxxxxxxx Xxx Chavadam | 401,042 | 401,042 | ||||||
| Srinaresh Kumar Xxxxxx | 401,042 | 401,042 | ||||||
| Xxxxxxxxxx Xxxxxxxxxx | 401,042 | 401,042 | ||||||
| Total | 44,262,826 | 44,262,826 | ||||||
Schedule 5.2
GeniusPort Shareholder and Respective Interests
| Name of Investor | Number of Shares | AdeptPros Common Stock to be Issued at the Closing | ||||||
| Xxxxx Xxxxxxx | 700 | 78,758 | ||||||
| Xxxxxxx Kode | 300 | 33,753 | ||||||
| Total | 1,000 | 112,511 | ||||||
