Exhibit 2.4
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 TILE 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 28th day of March 2000, by and among
September Project IV Corp., a Florida corporation, (the "ISSUER"), and
Fashion Handbags, Inc. ("FH").
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 to the shareholders of
FH, 35,000,000 shares of common stock of ISSUER, (the "Shares"),
(17,500,000 shares to Xxx Xxxxxxxx and 17,500,000 shares to Xxxx
Xxxxxxxx) in exchange for 100% of the issued and outstanding shares of
FH; such that FH shall become a wholly owned subsidiary of the ISSUER.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and
warrants to FH the following:
i. Organization. ISSUER is a corporation duly organized,
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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
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consists of 50,000,000 shares of common stock, S0.00l par value, of
which prior to closing there are 5,000,000 shares are issued and
outstanding.
Exhibit 2.4 - Pg. 1
National Quotation Bureau Pink Sheet Listing. The
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Company is currently listed on the National Quotation Bureau Pink
Sheets Board with the following trading symbol: SPXE
iii. Financial Statements. The audited Financial Statements of the
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ISSUER as of October 31, 1999 and the related statements of income and
retained earnings for the period then ended 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
financial statements.
iv. Absence of Changes. Since the date of the financial
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statements, 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,
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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 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.
vi. Ability to Carry Out Obligations. ISSUER has the
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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 representations and warranties
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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.
Exhibit 2.4 - Pg. 2
viii. Contract and Leases. ISSUER is not currently carrying
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on any business and is not a party to any contract, agreement or
lease. No person holds a power of attorney from ISSUER.
ix. Compliance with Laws. To the best of its knowledge,
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ISSUER has complied with, and is not in violation of any federal,
state, or local statute, law, and/or regulation.
x. Litigation. ISSUER is not (and has not been) a party
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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
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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
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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
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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 IS XXXX 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.
3. Shareholders and RH represent and warrant to ISSUER the
following that prior to Closing, it has been represented by
independent counsel.
Exhibit 2.4 - Pg. 3
4. INVESTMENT INTENT. Shareholders are 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.
5. 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 35,000,000 Shares to
be issued pursuant to this Agreement.
(2) The resignation of the current officers and
directors of ISSUER.
(3) A Board of Directors resolution appointing Xxx
Balisger and Xxxx Balisger as directors of ISSUER.
(4) 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.
ii. ByFH
(1) Delivery to the ISSUER, or to its Transfer Agent,
the certificates representing 100% of the issued and outstanding stock
of FE.
6. CLOSING. The closing of this transaction shall take place
at the law offices of Xxxx X. Xxxxxxx, 0000 X.X. 000xx Xxxxxx, Xxxxx
000, Xxxxx, Xxxxxxx. 00000. Unless the closing of this transaction
takes place on or before March 31,2000, then either party may
terminate this Agreement.
7. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph
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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.
Exhibit 2.4 - Pg. 4
ii. No oral Change. This Agreement and any provision
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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. Choice of Law This Agreement shall be exclusively
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governed by and construed in accordance with the laws of the State of
Florida, 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 Miami-Dade County, Florida. 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
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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 (1)
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
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Agreement and of each and every provision hereof
vi. Entire Agreement. This Agreement contains the entire
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Agreement and understanding between the parties hereto, and supersedes
all prior agreements and understandings.
vii. Counterparts. This Agreement may be executed
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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.
Exhibit 2.4 - Pg. 5
IN WITNESS WHEREOF, the undersigned has executed this Agreement on
this 28th day of March 2000.
September Project IV Corp. Fashion Handbags, Inc.
By:__________________________ By:_______________________
Xxxx X. Xxxxxxx, President Xxx Xxxxxxxx, President
Exhibit 2.4 - Pg. 6
