EXHIBIT 2.1
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK DATED
NOVEMBER 17, 2004 WITH THE SHAREHOLDERS OF SOLUTIONNET CONSULTING LLC
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. 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 17th day of November, 2004, by and between SolutionNet
International, Inc., a Minnesota corporation (hereinafter, called "ISSUER") and
the individuals listed in Exhibit A attached hereto and made an integral part
hereof (hereinafter, called "SHAREHOLDERS"), which SHAREHOLDERS own 100% of
SOLUTIONNET CONSULTING LLC, A NEW JERSEY LIMITED LIABILITY CORPORATION, an IT
outsourcing company for (hereinafter, called "SOLUTIONNET USA").
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, 15,000,000
shares of common stock of the ISSUER, $0.001 par value (hereinafter, called
the "SHARES"), in exchange for 100% ownership of SOLUTIONNET USA, such that
SOLUTIONNET USA shall become wholly owned and a new subsidiary of the
ISSUER.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to
SHAREHOLDERS and SOLUTIONNET USA the following:
i ORGANIZATION. ISSUER is a corporation duly organized under the laws of
Minnesota and has all the necessary corporate powers to own properties
and carry on a business, and is duly qualified to do business in
Minnesota. All actions taken by the incorporators, directors and
shareholders of the ISSUER have been valid and in accordance with the
laws of the State of Minnesota.
ii CAPITAL. The authorized capital stock of the ISSUER is 20,000,000
shares of common stock, $0.001 par value, of which 11,440,009 are
issued and outstanding and 5,000,000 shares of preferred stock, $0.001
per value, of which there are no issued and outstanding. All
outstanding shares are fully paid and non-assessable, free of liens,
encumbrances, options, restrictions, and legal or equitable rights of
others not a party to this Agreement. At closing, there will be no
outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating ISSUER to
issue or to transfer from the treasury any additional shares of its
capital stock. None of the outstanding shares of the ISSUER are subject
to any stock restriction agreements. All of the shareholders of the
ISSUER have valid title to such shares and acquired their shares in a
lawful transaction and in accordance with the laws of the State of
Minnesota.
iii. FINANCIAL STATEMENTS. Exhibit B to this Agreement includes the
un-audited balance sheet of the ISSUER as of September 2004, for the
period then ended.
iv. ABSENCE OF CHANGE. Since the date of the balance sheet, there has not
been any change in the financial condition or operations of the 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 ISSUER'S
financial statement. ISSUER is not aware of any other pending,
threatened or asserted claims, lawsuits or contingencies involving the
ISSUER or its common stock.
vi ABILITY TO CARRY OUT OBLIGATION. 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 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 the 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) any event that would cause the ISSUER to be liable to any
party, or (c) any event that would result in the creation or imposition
or any lien, charge or encumbrance on any assets of the ISSUER or upon
the securities of the ISSUER to be acquired by the SHAREHOLDERS.
vii.FULL DISCLOSURE. None of the representations and warranties made by the
ISSUER, or 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.COMPLIANCE WITH THE LAWS. ISSUER has complied with, and is not in
violation of any federal, state or local statue, 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.
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 of the knowledge of the
ISSUER, there is no basis for any such action or proceeding and no such
action or proceeding is threatened against the 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, the ISSUER shall comply with
the following conditions precedent:
(1) The ISSUER shall change the state of incorporation from Minnesota
to Nevada and increase the authorized shares to 50 Million
(2) The ISSUER shall audit the financials and catch up the required
SEC Filings and list on OTC:BB
xi. CORPORATE DOCUMENTS. Copies of each of the following documents, which
are true, complete and correct in all material respects, will be
attached hereto and made an integral part hereof to this Agreement:
(1) Articles of Incorporation;
(2) By-laws;
(3) Minutes of Shareholders Meetings;
(4) Minutes of Directors Meetings;
(5) List of Officers and Directors;
(6) Balance Sheet as described in Section 2(iii); and
(7) Stock register and stock records of the ISSUER and a current,
accurate list of the ISSUER's shareholders.
xii.DOCUMENTS. All minutes, consents or other documents pertaining to the
ISSUER to be delivered at the closing shall be valid and in accordance
with the laws of the State of Minnesota.
xiiiTITLE. The Shares to be issued to the SHAREHOLDERS will be, at the
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 any right to receive any proxy or similar
instrument with respect to such shares, except as provided for 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 to the SHAREHOLDERS. There is no applicable
local, state or federal law, rule or 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.
3. SHAREHOLDERS AND SOLUTIONNET USA REPRESENT AND WARRANT TO THE ISSUER THE
FOLLOWING:
i. ORGANIZATION. SOLUTIONNET USA is an IT outsourcing company. Any actions
taken by the owners and shareholders of the SOLUTIONNET USA have been
valid and in accordance with State of New Jersey laws.
ii. SHAREHOLDERS AND ISSUED STOCK. Exhibit B attached hereto and made an
integral part hereof, sets forth the names and ownership shareholdings
of 100% of SOLUTIONNET USA.
iii ABILITY TO CARRY OUT OBLIGATION. SOLUTIONNET USA has the right, power,
and authority to enter into and perform its obligations under this
Agreement. The execution and delivery of this Agreement by SOLUTIONNET
USA and the performance by SOLUTIONNET USA of its obligations hereunder
will not cause, constitute, or conflict with or result in (a) any
breach or violation or 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 the
SOLUTIONNET USA 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) any event that would cause the
SOLUTIONNET USA to be liable to any party, or (c) any event that would
result in the creation or imposition or any lien, charge or encumbrance
on any assets of the SOLUTIONNET USA or upon the securities of the
SHAREHOLDERS to be acquired by the ISSUER.
iv. FINANCIAL STATEMENTS. Exhibit C will be added to this Agreement before
closing which will include the un-audited balance sheet and income
statement of SOLUTIONNET USA as of December 2004, for the period then
ended.
v. ABSENCE OF CHANGE. Since the date of the balance sheet, there has not
been any change in the financial condition or operations of the
SOLUTIONNET USA, except changes in the ordinary course of business,
which changes have not, in the aggregate, been materially adverse.
vi. LIABILITIES. SOLUTIONNET USA 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 SOLUTIONNET USA'S financial statement. SOLUTIONNET USA is not aware
of any other pending, threatened or asserted claims, lawsuits or
contingencies involving the SOLUTIONNET USA or its common stock.
vii. CORPORATE DOCUMENTS. Copies of each of the following documents, which
are true, complete and correct in all material respects, will be
attached hereto and made an integral part hereof to this Agreement:
(1) Articles of Incorporation;
(2) By-laws;
(3) Minutes of Shareholders Meetings;
(4) Minutes of Directors Meetings;
(5) List of Officers and Directors;
(6) Financial Statement and
(7) Stock register and stock records of the SOLUTIONNET USA and a
current, accurate list of the shareholders.
v. DOCUMENTS. All minutes, consents or other documents pertaining to the
SOLUTIONNET USA to be delivered at the closing shall be valid and in
accordance with the laws of the State of New Jersey.
4. INVESTMENT INTENT. SHAREHOLDERS agree that the Shares of SOLUTIONNET USA
being transferred pursuant to this Agreement (hereinafter called a
"TRANSFER") may be sold, pledged, assigned, hypothecated or otherwise
transferred, with or without consideration, and the said TRANSFER shall
come into force only 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 ISSUER. SHAREHOLDERS agree prior to any TRANSFER, to give written
notice to the ISSUER expressing SHAREHOLDER'S desire to affect such
TRANSFER and describing the proposed Transfer.
5. CLOSING. The closing of this transaction shall take place at the offices of
SOLUTIONNET USA, at 000 Xxxxxxxxx Xxxx, #000, Xxxxxxxxx, XX. 00000, upon
receipt or exchange, as the case may be of the items referenced in Section
6, below. If the closing of this transaction does not take place on or
before 28th February, 2005 then either party may terminate this Agreement.
6. DOCUMENTATION TO BE DELIVERED AT CLOSING.
i. BY THE ISSUER
(1) Board of Directors Minutes authorizing the issuance of 15,000,000
common shares registered in the names of the SHAREHOLDERS, equal
to their pro-rata holdings in SOLUTIONNET USA.
(2) Stock Certificate representing 15,000,000 shares of common stock
in the ISSUER.
(3) Such other minutes of ISSUER's shareholders or directors as may
reasonably be required by SHAREHOLDERS.
ii. BY SHAREHOLDERS AND SOLUTIONNET USA:
(1) Delivery to the ISSUER, membership certificates representing 100%
of the ownership of SOLUTIONNET USA.
(2) Consents signed by a majority of SHAREHOLDERS of SOLUTIONNET USA
consenting to the terms of this Agreement.
(3) Exhibit C to this agreement regarding financial statements for
period ending December 31, 2004.
7. 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 the State of New Jersey 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.
The venue of such arbitration shall be in State of New Jersey.
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. The Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but only by 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 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.
iv. TIME OF ESSENCE. Time is of the essence of the 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 as 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 the notice is to be given, or 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 address, and by
fax, as follows:
SHAREHOLDERS OF SOLUTIONNET USA: ISSUER:
Shareholders of SolutionNet USA SolutionNet International, Inc.
Xxxxxxxxx Xxxx, #000, 08540 000, Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 17th day of
November, 2004
SOLUTIONNET USA. SOLUTIONNET INTERNATIONAL, INC.
/s/ Xxxxxx Xxxxxxxxxxxx /s/ Xxxxxxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxxxxx as per shareholders Xxxxxxxxxx Xxxxxxxxx as per the Shareholders
Resolution of SolutionNet USA. and Directors SolutionNet International, Inc.
