EXCHANGE AGREEMENT
AGREEMENT made as of the 30th day of May 1997 by and among
Easy Street Online, Inc. (the "Company"), Hobbes & Co., LLC, INET Communications
Company, LLC, Xxxx Girl & Co., LLC, each a limited liability company organized
under the laws of the State of New York (hereinafter referred to individually,
as "LLC" and collectively, as "LLCs"), Xxxxx Xxxxxxxx, Xxxxxxx Xxxx and Xxxxxxx
X. Xxxx-Xxxxxxxx (hereinafter referred to individually, as "Member" and
collectively, as "Members").
WHEREAS, the Company intends to consummate a private placement
of securities (the "Offering") pursuant to a Confidential Private Offering
Memorandum (the "Memorandum") dated
March 25, 1997;
WHEREAS, the Company and each LLC, as a condition to the
consummation of the Offering, have agreed to effect the Reorganization (as
defined in the Memorandum);
NOW THEREFORE, in consideration of the mutual promises and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Exchange of Assets: Each LLC acting through its Members
shall, in accordance with the terms and subject to the conditions contained in
the Memorandum, sell, transfer and convey to the Company on or prior to the
closing of the Offering (the "Closing") all of the assets and properties
(whether real, personal or mixed and whether tangible or intangible) owned by
each LLC in consideration of (i) the assumption by the Company of all
liabilities of each LLC and (ii) the issuance of an aggregate of $372,137
principal amount of promissory notes to the Members on the terms and in the
amounts set forth in the Memorandum in the form attached hereto as Exhibit A
(which amount includes $325,000 pursuant to the terms hereof and $47,137 of
outstanding indebtedness to the Members).
2. Dissolution of LLCs: As promptly as practicable after the
Closing, the Members shall cause the LLCs to dissolve.
3. Authority of Members: The Members shall execute,
acknowledge and deliver in the name of and on behalf of each LLC any and all
documents and shall do and perform all acts required by applicable law or which
the Company as its successor deems necessary or desirable in order to give
effect to this Agreement and the transactions contemplated hereby.
4. Amendment to Operating Agreement: Notwithstanding anything
to the contrary contained in any Operating Agreement governing any of the LLCs,
this Agreement shall be deemed to be an amendment to the Operating Agreement,
expressly authorizing
the Members to effectuate the transactions contemplated hereby
and in the Memorandum.
5. Governing Law: This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of New York,
without regard to the principles of conflicts of law thereof.
6. Entire Agreement: This agreement constitutes the entire
agreement of the parties hereto and supersedes all prior agreements whether oral
or written.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.
HOBBES & CO., LLC
By: /s/ Xxxxxxx Xxxx
----------------------------
INET COMMUNICATIONS COMPANY, LLC
By: /s/ Xxxxxxx Xxxx
----------------------------
XXXX GIRL & CO., LLC
By: /s/ Xxxxxxx Xxxx
----------------------------
EASY STREET ONLINE, INC.
By: /s/ Xxxxxxx Xxxx
----------------------------
/s/ Xxxxx Xxxxxxxx
----------------------------
Xxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxx
----------------------------
Xxxxxxx Xxxx
/s/ Xxxxxxx X. Xxxx-Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxx-Xxxxxxxx
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