SHARE EXCHANGE AGREEMENT (hereinafter referred to as "Agreement") between Delta
Capital Technologies, Inc., a Delaware corporation (hereinafter referred to as
"Delta"), and 827109 Alberta Ltd., an Alberta, Canada corporation (hereinafter
referred to as "AlbertaCO").
THE PARTIES AGREE as follows:
1. The parties intend that the securities exchange described herein
between Delta and AlbertaCO will, if allowable, be tax free in
accordance with the provisions of Section 368(a)(1)(B) of the Internal
Revenue Code and with the Income Tax Act of Canada. In the event that
it is not allowable, the parties hereto confirm that the value
attributed to the AlbertaCO shares will be shareholder equity at par
value.
2. Exchange of Securities. Subject to the terms and conditions herein, at
the time of the closing referred to in Section 6 hereof (the "Closing
Date"), Delta will issue and deliver, or cause to be issued and
delivered to AlbertaCO 5,000,000 shares of Delta's restricted common
stock, in exchange for 5,000,000 shares of common stock of AlbertaCO to
be issued. The shares of Delta and AlbertaCO will be allocated as set
forth in SCHEDULE I, attached.
3. Representations and Warranties by AlbertaCO. AlbertaCO represents and
warrants to Delta, all of which representations and warranties shall be
true at the time of closing, and shall survive the closing for a period
of six (6) months from the date of closing that:
a) AlbertaCO is a corporation duly organized and validly existing and
in good standing under the laws of Alberta, Canada and has the
corporate powers to own its property and carry on its business as
and where it is now being conducted. Copies of the Certificate of
Incorporation and the By-Laws of AlbertaCO, which have heretofore
been furnished by AlbertaCO to Delta, are true and correct copies
of said Certificate of Incorporation and By-Laws including all
amendments to the date hereof.
b) The authorized capital stock of AlbertaCO is an unlimited number of
shares at no par value, of which 9,000,000 shares have been validly
issued and are now outstanding.
c) AlbertaCO is authorized to issue 5,000,000 shares of common stock,
at par value of $0.001 per share (the "Shares").
d) AlbertaCO has full power to exchange the Shares upon the terms
provided for in this Agreement, the Shares will be duly and validly
issued and will be free and clear of any lien or other encumbrance,
and no party has an option or right to purchase any of the Shares
from AlbertaCO other than Delta in accordance with this Agreement.
e) From the date hereof, and until the date of closing, no dividends
or distributions of capital, surplus, or profits shall be paid or
declared by AlbertaCO in redemption of their outstanding shares or
otherwise and no additional shares shall be issued by said
corporation.
f) Since the date hereof, AlbertaCO has not engaged in any transaction
other than transactions in the normal course of the operations of
their business, except as specifically authorized by Delta in
writing.
4. Representations and Warranties by Delta. Delta represents and warrants
to AlbertaCO all of which representations and warranties shall be true
at the time of closing, and shall survive the closing for a period of
six (6) months from the date of closing that:
a) Delta is a corporation duly organized and validly existing and in
good standing under the laws of the State of Delaware and has the
corporate power to own its properties and carry on its business as
now being conducted and has authorized capital stock consisting of
25,000,000 shares of common stock, $.001 par value per share, of
which there are 8,800,000 shares presently outstanding.
b) Delta has the corporate power to execute and perform this
Agreement, and to deliver the stock required to be delivered to
AlbertaCO hereunder.
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c) The execution and delivery of this Agreement, and the issuance of
the stock required to be delivered hereunder have been duly
authorized by all necessary corporate actions, and neither the
execution nor delivery of this Agreement, nor the issuance of the
stock, nor the performance, observance or compliance with the terms
and provisions of this Agreement will violate any provision of law,
any order of any court or other governmental agency, the
Certificate of Incorporation or By-Laws of Delta or any indenture,
agreement or other instrument to which Delta is a party, or by
which Delta is bound, or by which any of its property is bound.
d) The shares of common stock of Delta deliverable pursuant hereto
will on delivery in accordance with the terms hereof, be duly
authorized, validly issued, and fully paid, and non-assessable.
5. Conditions to the Obligations of AlbertaCO. The obligations of
AlbertaCO are subject to the conditions that:
a) AlbertaCO shall not have discovered any material error or
misstatement in any of the representations and warranties made by
Delta herein and all the terms and conditions of this Agreement to
be performed and complied with by Delta shall have been performed
and complied with.
b) There shall have been no substantial adverse changes in the
conditions, financial, business otherwise of Delta from the date of
this Agreement, and until the date of closing, except for changes
resulting from those operations in the usual and ordinary course of
business, and between such dates the business and assets of Delta
shall not have been materially adversely affected as the result of
any fire, explosion, earthquake, flood, accident, strike, lockout,
combination of workmen, taking over of any such assets by any
governmental authorities, riot, activities of armed forces, or acts
of God or of the public enemies.
c) AlbertaCO shall upon request, at the time of closing, receive an
opinion of counsel to the effect that: (1) Delta is a corporation
duly organized and validly existing under the laws of the State of
Delaware, and has the power to own and operate its properties
wherever the same shall be located as of the Closing Date; (2) the
execution, delivery and performance of this Agreement by Delta has
been duly authorized by all necessary corporate action and
constitutes a legal, valid and binding obligation of Delta,
enforceable in accordance with its terms; (3) the securities to be
delivered to AlbertaCO pursuant to the terms of this Agreement have
been validly issued, fully paid and non-assessable; (4) the
exchange of the securities herein contemplated does not require the
registration of the shares of Delta to be issued pursuant to any
Federal law dealing with the issuance, sale, transfer, and/or
exchange of corporate securities; (5) to the best of its knowledge
Delta is not under investigation by the SEC, the NASD or any state
securities commission; (6) that there are no known securities
violations; (7) all shares issued by Delta have been validly issued
in accordance with Delaware or Federal law, are fully paid and
non-assessable; and (8) there are no outstanding options, rights,
warrants, conversion privileges or other agreements which would
require issuance of additional shares.
6. Conditions to the Obligations of Delta . The obligations of Delta
hereunder shall be subject to the conditions that:
a) Delta shall not have discovered any material error or misstatement
in any of the representations and warranties by AlbertaCO herein,
and all the terms and conditions of this Agreement to be performed
and complied with by AlbertaCO shall have been performed and
complied with.
b) There shall have been no substantial adverse changes in the
conditions, financial, business otherwise of AlbertaCO from the
date of this Agreement, and until the date of closing, except for
changes resulting from those operations in the usual and ordinary
course of business, and between such dates the business and assets
of AlbertaCO shall not have been materially adversely affected as
the result of any fire, explosion, earthquake, flood, accident,
strike, lockout, combination of workmen, taking over of any such
assets by any governmental authorities, riot, activities of armed
forces, or acts of God or of the public enemies.
c) Delta shall upon request and at the time of closing, receive an
opinion of counsel to the effect that: (1) AlbertaCO is duly
organized and validly existing under the laws of Alberta, Canada
and has the power and authority to own its properties and to carry
on its respective business wherever the same shall be located and
operated as of the Closing Date; and, (2) this Agreement has been
duly executed and delivered by AlbertaCO and constitutes a legal,
valid and binding obligation of AlbertaCO enforceable in accordance
with its terms.
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d) AlbertaCO does not now have, nor will it have on the date of
closing, any known liabilities or contingent liabilities.
7. Closing Date. The closing shall take place on or before
_____________________________, 1999, or as soon thereafter as is
practicable, at the Law Offices of Xxxxxx Xxxxxxxx, #000 - 000 Xxxx
Xxxxxx Xx., Xxxxxxxxx, XX, or at such other time and place as the
parties hereto shall agree upon.
8. Actions at the Closing. At the closing, Delta and AlbertaCO will each
deliver, or cause to be delivered to the other, the securities to be
exchanged in accordance with Section I of this Agreement and each party
shall pay any and all Federal and State taxes required to be paid in
connection with the issuance and the delivery of their own securities.
All stock certificates shall be in the name of the party to which the
same are deliverable.
9. Conduct of Business, Board of Directors, etc . Between the date hereof
and the Closing Date, the parties will conduct their business in the
same manner in which it has heretofore been conducted and the parties
will not: (1) enter into any contract, etc., other than in the ordinary
course of business; or (2) declare or make any distribution of any kind
to their stockholders, without first obtaining the written consent of
the other party.
10. Upon closing, a new Director will be elected by the shareholders of
Delta, such that the Board of Directors will consist of the following
individuals:
Xxxx X. Xxxxx
Xxxxx X. Xxxx
Xxxxxx Xxxxxx
11. Upon closing, Xxxxxx Xxxxxx, President and Secretary of Delta will
tender her resignation as President and upon election of the above
Board of Directors, and subject to the authority of the Board of
Directors as provided by law and the By-Laws of Delta, the officers of
Delta, after the closing date of this Agreement shall be as follows:
Xxxx X. Xxxxx, President
Xxxxx X. Xxxx, Vice President
Xxxxxx Xxxxxx, Secretary & Treasurer
12. Access to the Properties and Books of Parties. The parties hereby grant
to each other, through their duly authorized representatives and during
normal business hours between the date hereof and the Closing Date, the
right of full and complete access to the properties of each other and
full opportunity to examine each other's books and records.
13. Miscellaneous
a) This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware.
b) Each of AlbertaCO and Delta shall bear and pay all costs and
expenses incurred by it or on its behalf in connection with the
consummation of this Agreement, including, without limiting the
generality of the foregoing, fees and expenses of financial
consultants, accountants and counsel and the cost of any
documentary stamps, sales and excise taxes which may be imposed
upon or be payable in respect to the transaction.
c) At any time before or after the approval and adoption by the
respective stockholders of AlbertaCO and Delta, if required, this
Agreement may be amended or supplemented by additional written
agreements, as may be determined in the judgment of the respective
Boards of Directors of AlbertaCO and Delta to be necessary,
desirable or expedient to further the purpose of this Agreement, to
clarify the intention of the parties, to add to or to modify the
covenants, terms or conditions contained herein, or otherwise to
effectuate or facilitate the consummation of the transaction
contemplated hereby. Any written
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agreement referred to in this paragraph shall be validly and
sufficiently authorized for the purposes of this Agreement if
signed on behalf of AlbertaCO or Delta, as the case may be, by its
Chairman of the Board, or its President.
d) This Agreement may be executed in any number of counterparts and
each counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but
one agreement.
e) This Agreement shall be binding upon and shall inure to the benefit
of the heirs, executors, administrators and assigns of AlbertaCO
and Delta.
f) All notices, requests, instructions, or other documents to be given
hereunder shall be in writing and sent by registered mail:
If to AlbertaCO then: If to Delta, then:
Xxxxx 000, 000 0xx Xxxxxx XX, Xxxxxxx, XX, Xxxxxx X0X 0X0 0000 Xxxxx Xxxxxx, Xxxxx X000, Xxxxxxxxx, XX, Xxxxxx
X0X 0X0
This Agreement has been duly approved or adopted by the Board of Directors, and
duly approved or adopted by the stockholders of the constituent corporation, as
required, in the manner provided by the laws of the State of Delaware, the
Chairman of the Board, the President or the Secretary of said corporations under
the respective seals of said corporations by the authority of the directors and
stockholders of each, as required, as the act, deed and agreement of each of
said corporations. This Agreement may be signed in two or more counterparts.
AGREEMENT, dated as of this 1 day of June, 1999, between Delta and AlbertaCO.
DELTA CAPITAL TECHNOLOGIES, INC. 827109 ALBERTA LTD.
/s/ Xxxxxx Xxxxxx /s/ Xxxx Xxxxx
-------------------------------- -------------------------------------
Xxxxxx Xxxxxx, President Xxxx X. Xxxxx, CEO
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Acknowledgment of Execution of Agreement
By Officer of
Delta Capital Technologies, Inc.
STATE OF ______________)
) ss.
COUNTY OF _____________)
BE IT REMEMBERED that on this ______ day of ___________, __________, personally
came before me, a Notary Public in and for jurisdiction aforesaid, Xxxxxx
Xxxxxx, President of Delta Capital Technologies, Inc., a Delaware corporation,
and one of the corporations described in and which executed the foregoing
Agreement, known to me personally to be such, and he, the said, Xxxxxx Xxxxxx,
as such President, duly executed said Agreement before me and acknowledged said
Agreement are in the handwriting of said President of Delta Capital
Technologies, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and
year aforesaid.
------------------------------
Notary Public
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Acknowledgment of Execution of Agreement
By Officer of
827109 Alberta Ltd.
STATE OF ______________)
) ss.
COUNTY OF _____________)
BE IT REMEMBERED that on this ______ day of ___________, 1999, personally came
before me, a Notary Public in and for jurisdiction aforesaid, Xxxx Xxxxx,
President of 827109 Alberta Ltd., an Alberta, Canada corporation, and one of the
corporations described in and which executed the foregoing Agreement, known to
me personally to be such, and he, the said, Xxxx Xxxxx, as such Chief Executive
Officer, duly executed said Agreement before me and acknowledged said Agreement
are in the handwriting of said Chief Executive Officer of 827109 Alberta Ltd.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and
year aforesaid.
-------------------------------
Notary Public
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SCHEDULE I
ALLOCATION OF 5,000,000 SHARES
OF DELTA CAPITAL TECHNOLOGIES, INC. RESTRICTED COMMON STOCK
TO BE ISSUED TO:
000000 Xxxxxxx Ltd.
#000, 000 0xx Xxxxxx XX
Xxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
ALLOCATION OF 5,000,000 SHARES
OF 827109 ALBERTA LTD. COMMON STOCK
TO BE ISSUED TO:
Delta Capital Technologies, Inc.
0000 Xxxxx Xxxxxx, Xxxxx X000
Xxxxxxxxx, XX
X0X 0X0
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