SHARE EXCHANGE AGREEMENT by and among Reprints Desk, Inc. a Delaware corporation and the Shareholders of Reprints Desk, Inc., a Delaware corporation on the one hand; and Derycz Scientific, Inc., a Nevada corporation, on the other hand November 13, 2006
by
and among
Reprints
Desk, Inc.
a
Delaware corporation
and
the
Shareholders of
Reprints
Desk, Inc.,
a
Delaware corporation
on
the one hand;
and
Derycz
Scientific, Inc.,
a
Nevada
corporation,
on
the other hand
November
13, 2006
This
Share Exchange Agreement, dated as of November 13, 2006 (this “Agreement”), is
made and entered into by and among Reprints Desk, Inc., a Delaware corporation
(“Reprints”), and the shareholders of Reprints listed on Schedule I attached
hereto (each, a “Reprints Shareholder,” collectively, the “Reprints
Shareholders”), on the one hand, and Derycz Scientific, Inc., a Nevada
corporation (“Derycz”), on the other hand. Reprints is a party to
this agreement solely to make representations and warranties as set forth
herein.
RECITALS
WHEREAS,
the Board
of Directors of Derycz has adopted resolutions approving and adopting the
acquisition of shares of Reprints (the “Share Exchange”) upon the terms and
conditions hereinafter set forth in this Agreement;
WHEREAS,
each Reprints Shareholder owns the number of shares of common stock of Reprints
set forth opposite such Reprints Shareholder’s name on Schedule I attached
hereto (collectively, the “Reprints Shares”);
WHEREAS,
the Reprints Shareholders own, collectively, 550,000 shares of common stock
of
Reprints, constituting 100% of the issued and outstanding capital stock of
Reprints, and the Reprints Shareholders desire to sell and transfer their
respective Reprints Shares pursuant to the terms and conditions of this
Agreement;
WHEREAS,
it is intended that the terms and conditions of this Agreement comply in
all
respects with Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as
amended (the “Code”) and the regulations corresponding thereto, so that the
Share Exchange shall qualify as a tax free reorganization under the
Code;
NOW,
THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
ARTICLE
1
THE
SHARE EXCHANGE
1.1
The Share
Exchange. Upon the terms and subject to the conditions hereof, at the
Closing (as hereinafter defined) the Reprints Shareholders will sell, convey,
assign, transfer and deliver to Derycz one or more stock certificates
representing the Reprints Shares, and as consideration for the acquisition
of
the Reprints Shares, Derycz will issue to each Reprints Shareholder, in exchange
for such Reprints Shareholder’s pro rata portion of the Reprints Shares, one or
more stock certificates representing the number of shares of Derycz common
stock
set forth opposite such Reprints Shareholder’s name on Schedule I attached
hereto (collectively, the “Derycz Shares”).
1.2
Closing. The
closing of the Share Exchange (the “Closing”) shall take place on November 13,
2006, or on such other date as may be mutually agreed upon by the
parties. Such
date
is
referred to herein as the “Closing Date.”
ARTICLE
2
REPRESENTATIONS
AND WARRANTIES OF REPRINTS
Reprints
hereby represents and warrants to Derycz as follows:
2.1
Organization.
Reprints has been duly incorporated, is validly existing as a corporation
and is
in good standing under the laws of its jurisdiction of incorporation, and
has
the requisite power to carry on its business as now conducted.
2.2
Capitalization.
The authorized capital stock of Reprints consists of 20,000,000 shares of
common
stock, $0.0001 par value, of which 550,000 shares are issued and outstanding,
and 2,000,000
shares of preferred stock, $0.0001 par value, none of which are outstanding.
All
of the issued and outstanding shares of capital stock of Reprints are duly
authorized, validly issued, fully paid, non-assessable and free of preemptive
rights. There are no outstanding or authorized options, rights,
warrants, calls, convertible securities, rights to subscribe, conversion
rights
or other agreements or commitments to which Reprints is a party or which
are
binding upon Reprints providing for the issuance or transfer by Reprints
of
additional shares of its capital stock and Reprints has not reserved any
shares
of its capital stock for issuance, nor are there any outstanding stock option
rights, phantom equity or similar rights, contracts, arrangements or commitments
which are binding upon Reprints. There are no voting trusts or any
other agreements or understandings with respect to the voting of Reprints'
capital stock.
2.3
Certain Corporate
Matters. Reprints is duly qualified to do business as a corporation and
is in good standing in each jurisdiction in which the ownership of its
properties, the employment of its personnel or the conduct of its business
requires it to be so qualified, except where the failure to be so qualified
would not have a material adverse effect on Reprints' financial condition,
results of operations or business. Reprints has full corporate power and
authority and all authorizations, licenses and permits necessary to carry
on the
business in which it is engaged and to own and use the properties owned and
used
by it.
2.4
Authority Relative
to
this Agreement. Reprints has the requisite power and authority to enter
into this Agreement and to carry out its obligations hereunder. The execution,
delivery and performance of this Agreement by Reprints and the consummation
by
Reprints of the transactions contemplated hereby have been duly authorized
by
the Board of Directors of Reprints and no other actions on the part of Reprints
are necessary to authorize this Agreement or the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by
Reprints and constitutes a valid and binding agreement of Reprints, enforceable
against Reprints in accordance with its terms, except as such enforcement
may be
limited by bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors' rights generally or by general principles of
equity.
ARTICLE
3
REPRESENTATIONS
AND WARRANTIES
OF
THE REPRINTS SHAREHOLDERS
The
Reprints Shareholders hereby represent and warrant to Derycz as
follows:
3.1
Ownership of the
Reprints Shares. Each Reprints Shareholder owns, beneficially
and of record, good and marketable title to the Reprints Shares set forth
opposite such Reprints Shareholder’s name on Schedule I attached hereto, free
and clear of all security interests, liens, adverse claims, encumbrances,
equities, proxies, options or stockholders' agreements. Each Reprints
Shareholder represents that such person has no right or claims whatsoever
to any
shares of Reprints capital stock, other than shares listed opposite such
Reprints Shareholder’s name on Schedule I and does not have any options,
warrants or any other instruments entitling such Reprints Shareholder
exercisable to purchase or convert into shares of Reprints capital
stock. At the Closing, the Reprints Shareholders will convey to
Derycz good and marketable title to the Reprints Shares, free and clear of
any
security interests, liens, adverse claims, encumbrances, equities, proxies,
options, stockholders' agreements or restrictions.
3.2
Authority Relative
to
this Agreement. This Agreement has been duly and validly
executed and delivered by each Reprints Shareholder and constitutes a valid
and
binding agreement of each Reprints Shareholder, enforceable against each
Reprints Shareholder in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency or other similar laws affecting
the
enforcement of creditors' rights generally or by general principles of
equity.
3.3
Restricted
Securities. Each Reprints Shareholder acknowledges that the Derycz Shares
will not be registered pursuant to the Securities Act of 1933, as amended
(the
“Securities Act”) or any applicable state securities laws, that the Derycz
Shares will be characterized as “restricted securities” under federal securities
laws, and that under such laws and applicable regulations the Derycz Shares
cannot be sold or otherwise disposed of without registration under the
Securities Act or an exemption therefrom. In this regard, each
Reprints Shareholder is familiar with Rule 144 promulgated under the Securities
Act, as currently in effect, and understands the resale limitations imposed
thereby and by the Securities Act.
3.4
Accredited
Investor. Each Reprints Shareholder is an “Accredited
Investor” as that term is defined in rule 501 of Regulation D promulgated under
the Securities Act. Each Reprints Shareholder is able to bear the
economic risk of acquiring the Derycz Shares pursuant to the terms of this
Agreement, including a complete loss of such Reprints Shareholder’s investment
in the Derycz Shares.
3.5
Legend. Each
Reprints Shareholder acknowledges that the certificate(s) representing such
Reprints Shareholder’s pro rata portion of the Derycz Shares shall each
conspicuously set forth on the face or back thereof a legend in substantially
the following form:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT
OF
1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
THE
SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR
AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT
REQUIRED.
ARTICLE
4
REPRESENTATIONS
AND WARRANTIES OF DERYCZ
Derycz
hereby represents and warrants to Reprints and the Reprints Shareholders
as
follows:
4.1
Organization.
Derycz is a corporation duly organized, validly existing and in good standing
under the laws of the state of its incorporation, and has the requisite
corporate power to carry on its business as now conducted.
4.2
Capitalization. Derycz's
authorized capital stock consists of 120,000,000 shares of capital stock,
100,000,000 of which are designated as Common Stock, none of which are
outstanding, and 20,000,000 shares of which are designated as Preferred Stock,
none of which are outstanding. When issued, the Derycz Shares will be
duly authorized, validly issued, fully paid, non-assessable and free of
preemptive rights. There are no outstanding or authorized options,
rights, warrants, calls, convertible securities, rights to subscribe, conversion
rights or other agreements or commitments to which Derycz is a party or which
are binding upon Derycz providing for the issuance by Derycz or transfer
by
Derycz of additional shares of Derycz's capital stock, and Derycz has not
reserved any shares of its capital stock for issuance, nor are there any
outstanding stock option rights, phantom equity or similar rights, contracts,
arrangements or commitments to issue capital stock of Derycz. There are no
voting trusts or any other agreements or understandings with respect to the
voting of Derycz's capital stock. There are no obligations of Derycz
to repurchase, redeem or otherwise require any shares of its capital stock
as of
the Closing.
4.3
Authority Relative
to
this Agreement. Derycz has the requisite power and authority
to enter into this Agreement and carry out its obligations
hereunder. The execution, delivery and performance of this Agreement
by Derycz and the consummation of the transactions contemplated hereby have
been
duly authorized by the Board of Directors of Derycz, and no other actions
on the
part of Derycz are necessary to authorize this Agreement or the transactions
contemplated hereby. This Agreement has been duly and validly
executed and delivered by Derycz and constitutes a valid and binding obligation
of Derycz, enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency or other similar laws affecting
the
enforcement of creditors' rights generally or by general principles of
equity.
ARTICLE
5
CONDITIONS
TO CLOSING
5.1
Conditions to
Obligations of Reprints and the Reprints Shareholders. The
obligations of Reprints and the Reprints Shareholders under this Agreement
shall
be subject to each of the following conditions:
(a)
Closing
Deliveries. At the Closing, Derycz shall have delivered or
caused to be delivered to Reprints and the Reprints Shareholders the
following:
(i)
resolutions duly adopted by the Board of Directors of Derycz authorizing
and
approving the Share Exchange and the execution, delivery and performance
of this
Agreement;
(ii)
certificates representing the Derycz Shares issued to the Reprints Shareholders
pursuant to Schedule I;
(iii)
this Agreement duly executed by Derycz;
(iv)
all corporate records, agreements, seals and any other information reasonably
requested by Reprints’s representatives with respect to Derycz, to the extent
that Derycz possesses such materials;
(v)
such other documents as Reprints and/or the Reprints Shareholders may reasonably
request in connection with the transactions contemplated hereby, to the extent
that Derycz possesses such materials.
(b)
Representations
and
Warranties to be True. The representations and warranties of
Derycz herein contained shall be true in all material respects at the Closing
with the same effect as though made at such time. Derycz shall have
performed in all material respects all obligations and complied in all material
respects with all covenants and conditions required by this Agreement to
be
performed or complied with by them at or prior to the Closing.
5.2
Conditions to
Obligations of Derycz. The obligations of Derycz under this Agreement
shall be subject to each of the following conditions:
(a)
Closing
Deliveries. On the Closing Date, Reprints and/or
the Reprints Shareholders shall have delivered to Derycz the
following:
(i)
certificates representing the Reprints Shares to be delivered pursuant to
this
Agreement duly endorsed or accompanied by duly executed stock powers, or
duly
signed and authorized stock assignments separate from
certificates;
(ii)
this Agreement duly executed by Reprints and the Reprints
Shareholders;
(iii)
such other documents as Derycz may reasonably request in connection with
the
transactions contemplated hereby.
(b)
Representations
and
Warranties to be True. The representations and
warranties of Reprints and the Reprints Shareholders herein contained shall
be
true in all material respects at the Closing with the same effect as though
made
at such time. Reprints and the Reprints Shareholders shall have
performed in all material respects all obligations and complied in all material
respects with all covenants and conditions required by this Agreement to
be
performed or complied with by them at or prior to the Closing.
ARTICLE
6
GENERAL
PROVISIONS
6.1
Notices. All
notices and other communications hereunder shall be in writing and shall
be
deemed to have been duly given if delivered personally, sent by overnight
courier, mailed by registered or certified mail (postage prepaid and return
receipt requested), or sent by email to the party to whom the same is so
delivered, sent or mailed at addresses set forth on the signature page hereof
(or at such other address for a party as shall be specified by like
notice).
6.2
Interpretation.
The headings contained in this Agreement are for reference purposes only
and
shall not affect in any way the meaning or interpretation of this Agreement.
References to Sections and Articles refer to sections and articles of this
Agreement unless otherwise stated.
6.3
Severability. If
any term, provision, covenant or restriction of this Agreement is held by
a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated and the parties shall negotiate in good faith to modify this
Agreement to preserve each party's anticipated benefits under this
Agreement.
6.4
Miscellaneous.
This Agreement (together with all other documents and instruments referred
to
herein): (a) constitutes the entire agreement and supersedes all other prior
agreements and undertakings, both written and oral, among the parties with
respect to the subject matter hereof; (b) except as expressly set forth herein,
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, except as
may be
mutually agreed upon by the parties hereto.
6.5
Governing Law;
Venue. This Agreement shall be governed by, and construed and enforced
in
accordance with, the laws of the State of California, U.S.A. Any and
all actions brought under this Agreement shall be brought in the state and/or
federal courts of the United States sitting in the City of Los Angeles,
California and each party hereby waives any right to object to the convenience
of such venue.
6.6
Counterparts and
Facsimile Signatures. This Agreement may be executed in two or more
counterparts, which together shall constitute a single
agreement. This Agreement and any documents relating to it may be
executed and transmitted to any other party by facsimile, which facsimile
shall
be deemed to be, and utilized in all respects as, an original, wet-inked
document.
6.7
Amendment. This
Agreement may be amended, modified or supplemented only by an instrument
in
writing executed by all parties hereto.
6.8
Parties In Interest:
No Third Party Beneficiaries. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and
be
binding upon the respective heirs, legal representatives, successors and
assigns
of the parties hereto. This Agreement shall not be deemed to confer upon
any
person not a party hereto any rights or remedies hereunder.
6.9
Waiver. No
waiver by any party of any default or breach by another party of any
representation, warranty, covenant or condition contained in this Agreement
shall be deemed to be a waiver of any subsequent default or breach by such
party
of the same or any other representation, warranty, covenant or condition.
No
act, delay, omission or course of dealing on the part of any party in exercising
any right, power or remedy under this Agreement or at law or in equity shall
operate as a waiver thereof or otherwise prejudice any of such party's rights,
powers and remedies. All remedies, whether at law or in equity, shall be
cumulative and the election of any one or more shall not constitute a waiver
of
the right to pursue other available remedies.
6.10
Expenses. At
or prior to the Closing, the parties hereto shall pay all of their own expenses
relating to the transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel and financial
advisers.
[SIGNATURES
FOLLOW]
IN
WITNESS WHEREOF, the
parties have executed this Share Exchange Agreement as of the date first
written
above.
Reprints
Desk,
Inc. Derycz
Scientific, Inc.
By:
__________________________
By: __________________________
Xxxxx
Xxxxxx,
President
Xxxxx Xxxxxx, President
REPRINTS
SHAREHOLDERS:
____________________
Xxxxx
Xxxxxx
Bristol
Investment Fund, LLC
By:_______________________
Name:
Title:
Bristol
Capital, LLC
By:_______________________
Name:
Title:
____________________
Xxxxxxx
XxXxxxxxxx
____________________
Xxxx
Xxxxxxx
____________________
Xxx
Xxxx
Schedule
I
|
Shareholder
Name
|
Reprints
Shares
|
Derycz
Shares
|
|
Xxxxx
Xxxxxx
|
275,000
|
4,000,000
|
|
Bristol
Investment Fund, Ltd.
|
137,500
|
2,000,000
|
|
Bristol
Capital, LLC
|
124,500
|
1,810,910
|
|
Xxxxxxx
XxXxxxxxxx
|
5,000
|
72,728
|
|
Xxxx
Xxxxxxx
|
5,000
|
72,728
|
|
Xxx
Xxxx
|
3,000
|
43,637
|
