EX-2.2
Joint Venture and Exchange Agreement
Between
Xxxx Hallitex Corporation
And
FutureVest Corporation
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 ASSETS AND COMMON STOCK:
AGREEMENT made this 22nd day of September 1999 by and between XXXX HALLITEX
CORPORATION, an Oklahoma corporation (hereinafter, called "XXXX HALLITEX") and
FUTUREVEST CORPORATION, a Bahamian corporation (hereinafter, called
"FUTUREVEST").
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 ASSETS AND SECURITIES. Subject to the terms and conditions
of this Agreement, XXXX HALLITEX agrees to transfer and surrender
ownership of all of its existing investment banking, communications and
operational assets to XXXXXXXXXX.XXX, (USA) INC. ("XXXXXXXXXX.XXX,
USA"), a corporation currently in the process of being formed. In
exchange, upon XXXXXXXXXX.XXX, INC.'s incorporation in the Commonwealth
of the Bahamas, XXXX HALLITEX will acquire 10,000,000 shares of
XXXXXXXXXX.XXX INC. common stock (or a 77% equity interest in the
company) and 5,000,000 warrants to purchase shares of XXXXXXXXXX.XXX,
INC. at an exercise price of $10 per share; and FUTUREVEST CORPORATION
will acquire 3,000,000 shares of XXXXXXXXXX.XXX, INC. common stock and
1,000,0000 warrants to purchase shares of XXXXXXXXXX.XXX, INC. common
stock, at an exercise price of $5 per share.
2. REPRESENTATIONS AND WARRANTIES. XXXX HALLITEX represents and warrants
to FUTUREVEST the following:
i ORGANIZATION. XXXX HALLITEX is a corporation duly organized,
validly existing, and in good standing under the laws of
Oklahoma, 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 Oklahoma. All actions
taken by the incorporators, directors and shareholders of XXXX
HALLITEX have been valid and in accordance with the laws of
the State of Oklahoma.
ii CAPITAL. The authorized capital stock of the XXXX HALLITEX is
50,000,000 shares of common stock, $0.001 par value, of which
10,308,481 are 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 XXXX HALLITEX to issue or to transfer
from the treasury any additional shares of its capital stock.
None of the outstanding shares of XXXX HALLITEX are subject to
any stock restriction agreements. All of the shareholders of
XXXX HALLITEX have valid title to such shares and acquired
their shares in a lawful transaction and in accordance with
the laws of the State of Oklahoma.
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iii. FINANCIAL STATEMENT. Exhibit A to this Agreement includes the
balance sheet of XXXX HALLITEX as of June 30, 1999, for the
period then ended. The balance sheet has been prepared in
accordance with generally accepted accounting principles
consistently followed by XXXX HALLITEX throughout the period
indicated, and fairly present the financial position of XXXX
HALLITEX as of the date of the balance sheet, and the results
of its operations for the period indicated.
iv. ABSENCE OF CHANGE. Since the date of the balance sheet, there
has not been any change in the financial condition or
operations of XXXX HALLITEX, except changes in the ordinary
course of business, which changes have not, in the aggregate,
been materially adverse.
v. LIABILITIES. XXXX HALLITEX 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 XXXX HALLITEX financial statement.
XXXX HALLITEX is not aware of any pending, threatened or
asserted claims, lawsuits or contingencies involving XXXX
HALLITEX or its common stock. There is no dispute of any kind
between XXXX HALLITEX and any third party, and no such dispute
will exist at the closing of this Agreement. At the closing,
XXXX HALLITEX will be free from any and all liabilities,
liens, claims and/or commitments.
vi ABILITY TO CARRY OUT OBLIGATION . XXXX HALLITEX has the right,
power, and authority to enter into and perform its obligations
under this Agreement. The execution and delivery of this
Agreement by XXXX HALLITEX and the performance by XXXX
HALLITEX 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 XXXX HALLITEX 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 XXXX HALLITEX 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 XXXX HALLITEX or upon the assets of XXXX
HALLITEX to be acquired by XXXXXXXXXX.XXX.
vii. FULL DISCLOSURE. None of the representations and warranties
made by XXXX HALLITEX, or any certificate or memorandum
furnished or to be furnished by XXXX HALLITEX, contains or
will contain any untrue statement of a material fact, or omit
any material fact the omission of which would be misleading.
viii. POWER OF ATTORNEY. No person holds a power of attorney from
XXXX HALLITEX.
ix. COMPLIANCE WITH THE LAWS. XXXX HALLITEX has complied with, and
is not in violation of any federal, state or local statue,
law, and/or regulation pertaining to XXXX HALLITEX. XXXX
HALLITEX has complied with all federal, and state securities
laws in connection with the issuance, sale and distribution of
its securities.
x. LITIGATION. XXXX HALLITEX 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 XXXX HALLITEX, there is no basis
for any such action or proceeding and no such action or
proceeding is threatened against XXXX HALLITEX and XXXX
HALLITEX 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, the XXXX HALLITEX
shall conduct business in the normal course, and shall not (a)
sell, pledge, or assign any assets, (b) amend its article of
incorporation or By-laws, (c) declare dividends, redeem or
sell stock or other securities, (d) incur any liabilities, (e)
acquire or dispose of any assets, enter into any contract,
guarantee obligations of any third party, or (f) enter into
any other transaction.
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xii. 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 XXXX HALLITEX and
a current, accurate list of the XXXX HALLITEX
shareholders.
xiii. DOCUMENTS. All minutes, consents or other documents pertaining
to XXXX HALLITEX to be delivered at the closing shall be valid
and in accordance with the laws of the State of Oklahoma.
xiv. TITLE. The assets to be transferred to XXXXXXXXXX.XXX will be,
at the closing, free and clear of all liens, security
interests, pledges, charges, claims, encumbrances and
restrictions of any kind.
3. FUTUREVEST REPRESENTS AND WARRANTS TO XXXX HALLITEX THE FOLLOWING:
i. ORGANIZATION. FUTUREVEST is a corporation, duly organized,
validly existing, and in good standing under the laws of the
Commonwealth of the Bahamas, 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 the Commonwealth of the Bahamas. All actions taken by the
incorporators, directors and shareholders of FUTUREVEST have
been valid and in accordance with the laws of the Commonwealth
of the Bahamas.
ii. COUNSEL. FUTUREVEST and XXXX HALLITEX represent and warrant
prior to the Closing, that they are represented by independent
counsel or have had the opportunity to retain independent
counsel to represent them in this transaction.
4. REPRESENTATIONS OF FUTUREVEST AND XXXX HALLITEX:
i. INCORPORATION OF XXXXXXXXXX.XXX, INC. FUTUREVEST and XXXX
HALLITEX will take the necessary steps to cause the duly
incorporation of XXXXXXXXXX.XXX, INC. under the laws of the
Commonwealth of the Bahamas. Upon its incorporation, XXXX
HALLITEX will receive its 77% equity interest in
XXXXXXXXXX.XXX, INC.
ii. INCORPORATION OF XXXXXXXXXX.XXX, (USA), INC. XXXX HALLITEX
will take the necessary steps to cause the duly incorporation
of XXXXXXXXXX.XXX (USA), INC. under the laws of the State of
Nevada. Upon its incorporation, XXXX HALLITEX will transfer
all of its investment banking, communications and operational
assets to XXXXXXXXXX.XXX (USA) INC. and XXXXXXXXXX.XXX (USA),
INC. will be responsible for managing all XXXX HALLITEX
US-based e-finance operations.
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iii. MERGER OF XXXXXXXXXX.XXX (USA), INC. WITH XXXXXXXXXX.XXX,
(INC.). Upon XxxxxxXxxx.xxx, Inc.'s incorporation in the
Common wealth of the Bahamas, FutureVest,com, Inc. (USA) will
merge with and into XxxxxxXxxx.xxx, Inc, to become
XxxxxxXxxx.xxx, Inc's wholly-owned operating subsidiary.
iii. COMPLETION OF AGREEMENT. Upon completion of the Agreement, all
investment banking, communications, and operational assets of
XXXX HALLITEX will become the operational assets of
XXXXXXXXXX.XXX, (USA) INC.
5. CLOSING. The closing of this transaction shall take place at the offices of
Xxxx Hallitex Corporation, 0000 Xxxxxxxxx Xxx. Suite 102P, Marina del Rey,
CA. 90292, upon receipt or exchange, as the case may be of the items
referenced in Section 6, below. Unless the closing of this transaction
takes place on or September 22, 1999, then either party may terminate this
Agreement.
6. DOCUMENTATION TO BE DELIVERED AT CLOSING.
i. BY XXXX HALLITEX
----------------
(1) Board of Directors Minutes authorizing the transfer of certain
investment banking, communications and operational assets of
XXXX HALLITEX.
(2) Balance sheet of XXXX HALLITEX, dated June 30, 1999 for the
period then ended.
(3) All the business and corporate records of XXXX HALLITEX,
including but not limited to, correspondence files, bank
statements, checkbooks, savings account books, minutes of
shareholders and directors meetings, financial statements,
shareholder listings, stock transfer records, agreements and
contracts.
(4) Such other minutes of XXXX HALLITEX shareholders or directors
as may reasonably be required by FUTUREVEST.
ii. BY FUTUREVEST:
--------------
(1) Delivery to XXXX HALLITEX, or to its Transfer Agent, of the
certificates representing 10,000,000 shares of common stock of
XXXXXXXXXX.XXX, INC.
(2) Consents signed by a majority of shareholders of
XXXXXXXXXX.XXX, INC. consenting to the terms of this
Agreement.
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 Los
Angeles County, California 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.
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, changes, 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.
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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:
FUTUREVEST CORPORATION XXXX HALLITEX CORPORATION:
c/o 0000 Xxxxxxxxx, Xxx, 102P c/o 0000 Xxxxxxxxx, Xxx, 000X
Xxxxxx xxx Xxx, XX 00000 Marina del Rey, CA 90292
IN WITNESS WHEREOF, the undersigned have executed this Agreement this 22nd day
of September, 1999.
FUTUREVEST CORPORATION XXXX HALLITEX CORPORATION
-------------------------------- --------------------------------
Xxxx Xxxxxx, as per the approval Xxxxxxx X. Xxxxxx, as per the
of the board of directors and approval the board of directors and
shareholders shareholders
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