EXHIBIT 2.2
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STOCK EXCHANGE AGREEMENT BETWEEN
XXXXXX X XXXXXXX
AND
SMART TRUCK SYSTEMS, INC.
__________________________________________________
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT by and between Xxxxxx X. Xxxxxxx an individual
(hereinafter sometimes referred to as "Buyer") and Smart Truck Systems, Inc. a
Nevada corporation (hereinafter sometimes referred to as "Seller").
RECITALS
WHEREAS, Seller has just completed an asset exchange with Xxxxx Xxxxxxxxxx
wherein Smart Truck presently has 4,000,923 shares of stock outstanding.
WHEREAS, Buyer, Xxxxxx X. Xxxxxxx wishes to purchase 4,000,000 shares of common
stock of Smart Truck Systems, Inc. and Smart Truck Systems, Inc. wishes to sell
4,000,000 shares of common stock to Xxxxxx X. Xxxxxxx.
WHEREAS, The Seller and Buyer deem it advisable for the mutual benefit of Seller
and Buyer that the stock of Smart Truck Systems, Inc. be sold to Buyer.
WHEREAS, Seller wishes for Buyer to arrange for the sale of 5,000,000 shares of
Smart Truck's treasury stock for $5,000,000.
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein, and for the purpose of setting
forth certain terms and conditions of the Purchase, and the method of carrying
the same into effect, Seller and Buyer agree as follows:
ARTICLE 1
THE PURCHASE
Buyer hereby agrees to purchase from Seller 4,000,000 shares of the common stock
of Smart Truck Systems, Inc, which equates to 50% of the current issued and
outstanding stock of Smart Truck. Said stock to be sold at $.25 per share on the
following terms and conditions.
Purchase price:
1. Buyer hereby agrees to purchase from Seller 4,000,000 shares of the
common stock of Smart Truck Systems, Inc.
a. Buyer shall upon execution of this Agreement pay to Seller the
sum of $300,000 and simultaneously Seller shall issue 1,200,000
shares of its common stock to Buyer.
b. On or before March 31, 2005, Buyer shall pay to Seller the sum of
$700,000 and simultaneously therewith Seller shall issue
2,800,000 shares of its common stock to Buyer.
2. The Seller further agrees for 3 years to allow Buyer to sell 5,000,000
shares of Smart Truck's treasury stock for $5,000,000 dollars in order
to fund Smart Truck.
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To be delivered to Buyer at closing.
a. Resolution of the Board of Directors authorizing the sale of the
stock being purchased in this Agreement.
b. Smart Truck Systems, Inc stock certificates in the amount of
1,200,000 shares of common stock.
c. Resolution of the Board of Directors authorizing Buyer pursuant
to the agreement dated August 23, 2004 the right "On or before
March 31, 2005, Buyer shall pay to Seller the sum of $700,000 and
simultaneously therewith Seller shall issue 2, 800,000 shares of
its common stock to buyer.
d. An executed copy of the Purchase Agreement and all completed
schedules between Smart Truck Systems, Inc. and Xxxxx Xxxxxxxxxx
e. The sale shall be effective on August 23, 2004. Closing date must
be within 10 days of the date of this agreement.
To be delivered to Seller at closing.
a. The sum of $300,000 cash or check payable to Seller.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller, represents and warrants to, and agrees with Buyer as follows:
1. Organization and Good Standing. Seller is a duly incorporated and validly
existing corporation in good standing under the laws of Nevada, with all
requisite power and authority (corporate and other) to own its properties and
conduct its business.
2. Authorizations; Binding Agreement. Seller has the requisite corporate power
and authority to execute and deliver this Agreement and to carry out the
transactions contemplated hereby. This Agreement has been duly and validly
authorized, executed and delivered by Seller and constitutes a valid and binding
agreement of Seller in accordance with its terms.
ARTICLE 3
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF BUYER
Buyer represents and warrants to, and agrees with Seller as follows:
Authorization; Binding Agreement. Buyer has the requisite power and authority to
execute and deliver this Agreement. This Agreement has been duly and validly
authorized, executed and delivered by Buyer and constitutes a valid and binding
agreement of Buyer in accordance with its terms.
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Clear Title. Buyer warrants that it owns the stock being sold free and clear of
all liens.
ARTICLE 4
GENERAL AGREEMENTS
1. Cooperation. Each of the parties hereto shall cooperate with the other in
every reasonable way in carrying out the transactions contemplated herein, and
in delivering all documents and instruments deemed reasonably necessary or
useful by counsel for any party hereto.
2. Costs. All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be the sole responsibility of each
party.
3. Survival of Representations and Warranties. All representations and
warranties in this Agreement or in any instrument or certificate delivered
pursuant to this Agreement delivered prior to the Closing Date shall survive the
consummation of the Sale.
4. Notices. All notices and other communications hereunder shall be in writing
and shall deemed to have been duly given if delivered by messenger, transmitted
by fax or telegram or mailed by registered or certified mail, postage paid, as
follows
If to Seller, to: Smart Truck Systems, Inc.
00000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000
If to Buyer, to: Xxxxxx X. Xxxxxxx
00000 Xxxx Xxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
The date of any such notice shall be the date hand-delivered or otherwise
transmitted or mailed.
5. Amendment. This Agreement (including the documents and instruments referred
to herein or therein) (a) constitutes the entire agreement and supersedes all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof, (b) is not intended to confer
upon any other person any rights or remedies hereunder, and (c) shall not be
assigned by operation of law or otherwise. This Agreement may be amended or
modified in whole or in part to the extent permitted by California law at any
time, by an agreement in writing executed to do so by the Board of Directors of
Seller and Buyer.
6. Waiver. At any time prior to the Closing Date, the parties hereto may (a)
extend the time for the performance of any of the obligations or other acts of
the other parties hereto, (b) waive any inaccuracies in the representation and
warranties contained herein or in any document delivered pursuant hereto, and
(c) waive compliance with any of the agreements or conditions contained herein.
Any agreement on the part of a party hereto to any such extension or waiver
shall be valid if set forth in an instrument in writing or waiver signed on
behalf of such party.
7. Brokers. Seller and Buyer represent and warrant that no broker, finder or
investment banker is entitled to any brokerage, finder's or other fee or
commission in connection with this transaction.
8. Publicity. So long as this Agreement is in effect, the parties hereto shall
not issue or cause the publication of any press release or their announcement
with respect to this Agreement without the consent of the other party, which
consent shall not be unreasonably withheld or delayed where such release or
announcement is required by applicable law.
9. Headings. The headings contained in this Agreement are for reference purposes
only and shall not effect in any way the meaning or interpretation of this
Agreement.
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10. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of and is enforceable by the respective successors and assigns of
the parties hereto.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
12. Any and all stock issued by the Seller pursuant to this Agreement is not
registered under the Securities Act of 1933 and will be "restricted shares"
within the meaning of Rule 144 under the 1933, Securities Act. The certificates
evidencing the shares issued to Seller will bear restrictive legends as
appropriate. The Seller shall be under no obligation to register the shares
under the 1933 Securities Act or any state securities law for resale by the
Buyer.
13. The sale shall be effective on August 22, 2004 at 1:00 p.m. at 00000
Xxxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxx; the closing date must be within
10 days of the date of this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers as of the 22 day of August 2004.
SELLER: BUYER:
Smart Truck Systems, Inc Xxxxxx X. Xxxxxxx
By /s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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