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 ___ day of __________, 2001, by and between Indiginet,
Inc., a Florida corporation, (the "ISSUER"), and SBSI/Cyberspeedway, Inc.
("SBSI").
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of this
Agreement, the ISSUER agrees to issue a total of _______________ shares of
ISSUERS restricted common stock to SBSI's shareholders as follows:
W. Xxxxx Xxxx 97.17% 404,874
C. Xxxxx Xxxxx 2.83% 11,792
such that SBSI shall become a wholly owned subsidiary of the Issuer. The amount
of shares will be determined at the closing by dividing $50,000 by the share
price of IGTT on that day.
i. MINIMUM SHARE PRICE. The Company will guarantee the value of the shares for a
period of sixty days by setting a minimum value to the share price determined at
closing. At the end of sixty days following the closing, the average trading
price of IGTT for that period will be determined, and if the average price is
less than the price at closing,, the difference will be made up in cash, stock
or a combination of both at the sole discretion of the ISSUER.
2. CASH. At the closing, the Issuer will present W. Xxxxx Xxxx the amount of
$48,585 in a cashier's check and C. Xxxxx Xxxxx the amount $1415.00 in a
cashier's check.
3. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to SBSI the
following:
i. Organization. ISSUER is a corporation duly organized, validly existing,
and in good standing under the laws of Florida, 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 Florida. All actions taken by the
Incorporators, directors and shareholders of ISSUER have been valid and in
accordance with the laws of the State of Florida.
ii. Capital. The authorized capital stock of ISSUER consists of 500,000,000
shares of common stock and 15,000,000 shares of preferred stock, which, prior to
the issuance of shares hereunder, and at closing, there will be 372,560,000
shares issued and outstanding and no preferred stock issued. All such
outstanding shares shall be fully paid and non assessable, free of liens,
encumbrances, options, restrictions and legal or equitable rights of others not
a party to this Agreement. 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 Florida.
iii. Pink Sheet Listing. The Company is a reporting company and is
currently listed for trading on the National Quotation Bureau Electronic Pink
Sheets with the following trading symbol: IGTT.
iv. Assets and Liabilities. ISSUER does not have any material debt,
liability, or material 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 statement. 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 ISSUER and
any third party, and no such dispute will exist at the closing of this
Agreement. At closing, ISSUER will be free from any and all liabilities, liens,
claims and/or commitments.
v. 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 .
vi. 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.
vii. Contract and Leases. ISSUER is not currently carrying on any business
and is not a party to any contract, agreement or lease. No person holds a power
of attorney from ISSUER.
viii. Compliance with Laws. To the best of its knowledge, ISSUER has
complied with, and is not in violation of any federal, state, or local statute,
law, and/or regulation.
ix. Litigation. ISSUER is not (and has not been) 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.
x. 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.
xi. Corporate Documents. Copies of each of the following documents, which
are true complete and correct in all material respects, will be attached to and
made a part of this Agreement:
(1) Articles of Incorporation;
(2) Bylaws;
(3) Minutes of Shareholders Meetings;
(4) Minutes of Directors Meetings;
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 Florida.
xiii. Title. The Shares to be issued pursuant to this Agreement will be, at
closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind. 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, the ISSUER is not 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 pursuant to this Agreement. There is no applicable
local, state or federal law, rule, regulation, or decree which would, as a
result of the issuance of the Shares, impair, restrict or delay any voting
rights with respect to the Shares.
4. SBSI represents and warrants to ISSUER the following:
i. Organization. SBSI is a corporation duly organized, validly existing,
and in good standing under the laws of Arizona and has all the necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in Arizona.
ii. Counsel. SBSI represents and warrants that prior to Closing, it has
been represented by independent counsel.
5. INVESTMENT INTENT. SBSI is acquiring the Shares for its own account for
purposes of investment and without expectation, desire, or need for resale and
not with the view toward distribution, resale, subdivision, or fractionalization
of the Shares.
6. CLOSING. The closing of this transaction shall take place at the offices of
SBSI/Cyberspeedway, Inc. at 0000 X. Xxxxxxxx Xx., Xxxxx 000, Xxxxxxxxxx, XX
00000. Unless the closing of this transaction takes place on or before October
31, 2001, then either party may terminate this Agreement.
7. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER
(1) Board of Directors Minutes authorizing the issuance of a certificate
or certificates for the Shares to be issued pursuant to this
Agreement.
(2) Cashier's checks in the amount of $50,000.00.
(3) Employment Agreement for W. Xxxxx Xxxx.
(4) A lease agreement for a minimum of one year at $850 per month for the
SBSI premises at 0000 X. Xxxxxxxx Xx, Xxxxx 000, Xxxxxxxxxx, XX 00000.
ii. SBSI.
(1) Delivery to the ISSUER, or to its Transfer Agent, the certificates
representing 100% of the issued and outstanding stock of SBSI.
(2) The releases of the Stockholders as detailed in the Letter of Intent
between the parties dated August 30, 2001.
(3) Documentation showing the removal and or satisfaction of any bank or
shareholder loan liabilities of SBSI.
8. 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. Jurisdiction and Venue. This Agreement shall be exclusively governed
by and construed in accordance with the laws of the State of Arizona, If any
action is brought among the parties with respect to this Agreement or otherwise,
by way of a claim or counterclaim, the parties agree that in any such action,
and on all issues, the parties irrevocably waive their right to a trial by jury.
Exclusive jurisdiction and venue for any such action shall be the State Courts
of Maricopa County, Arizona. In the event suit or action is brought by any party
under this Agreement to enforce any of its terms, or in any appeal there from,
it is agreed that the prevailing party shall be entitled to reasonable attorneys
fees to be fixed by the arbitrator, trial court, and/or appellate court.
iv. Non-Waiver. Except as otherwise expressly 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.
v. Time of Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
vi. Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
vii. 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.
viii. 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: Xxxxxxx Xxxxx
Indiginet, Inc.
XX Xxx 00000
Xxxxxxx, XX 00000
SBSI: W. Xxxxx Xxxx, President
SBSI/Cyberspeedway, Inc.
0000 X. Xxxxxxxx Xx., Xxx. 000
Xxxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the undersigned have executed this Agreement on this
_________ day of ____________________, 2001.
ISSUER SBSI
Indiginet, Inc. SBSI/Cyberspeedway, Inc.
/s/ Xxxxxxx Xxxxx /s/ W. Xxxxx Xxxx
----------------- -----------------
Xxxxxxx Xxxxx, President W. Xxxxx Xxxx, President
