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 1st day of October, 2003, by and between Xxx.xxx, Inc., a
Nevada corporation (hereinafter, called "ISSUER") and the individuals listed in
Exhibit A attached hereto and made an integral part hereof (hereinafter, called
"E-TREND"), which E-TREND own 100% of web portal XxxxxxxxxXx.xxx (hereinafter,
called "E-TREND").
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
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Agreement, the ISSUER agrees to issue to E-TREND, 250,000 preferred shares
of the ISSUER, valued at $1 per share (hereinafter, called the "SHARES").
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to E-TREND
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the following:
i Organization. ISSUER is a corporation duly organized under the laws of the
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Nevada and has all the necessary corporate powers to own properties and
carry on a business, and is duly qualified to do business in the Nevada.
All actions taken by the incorporators, directors and E-TREND of the ISSUER
have been valid and in accordance with the laws of the State of Nevada.
ii Capital. The authorized capital stock of the ISSUER is 50,000,000 shares
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of common stock, $0.001 par value, of which 10,000,000 are issued and
outstanding and 5,000,000 shares of preferred stock, $0.001 per value, of
which there are 1,000,000 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
E-TREND 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 Nevada.
iii. Financial Statements. Un-audited Statements
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iv. Absence of Change.Since the date of the balance sheet, there has not
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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
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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 pending, threatened or
asserted claims, lawsuits or contingencies involving the ISSUER or its
common stock. There is no dispute of any kind between the ISSUER and any
third party, and no such dispute will exist at the closing of this
Agreement. At the closing, ISSUER will be free from any and all
liabilities, liens, claims and/or commitments.
vi. Ability to Carry out Obligation. ISSUER has the right, power, and
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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 E-TREND 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
E-TREND.
vii. Full Disclosure. None of the representations and warranties made by the
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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.Contracts and Leases.ISSUER is not currently carrying on any business and
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is not a party to any contract, agreement, or lease. No person holds a
power of attorney from ISSUER.
ix. Compliance with the Laws. ISSUER has complied with, and is not in
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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.
X. Litigation. ISSUER is not (and has not been) a party to any suit, action,
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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.
xi. Conduct of Business. Prior to the closing, the ISSUER shall conduct
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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.
xii. Corporate Documents. Copies of each of the following documents, which
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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 E-TREND 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.
xiii.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 Nevada.
xiv Title. The Shares to be issued to E-TREND 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 E-TREND. 'Mere 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 E-TREND, impair,
restrict, or delay E-TREND'S voting rights with respect to the Shares.
xv. Lock-Up. ISSUER will cause, to the extent requested by any underwriter,
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broker-dealer, market maker, or the like, of securities of ISSUER, the
E-TREND of ISSUER to agree not to sell or otherwise transfer or dispose of
any or all of the shares of ISSUER presently outstanding, during any period
of time as so requested. In order to enforce the foregoing covenant, ISSUER
agrees to impose stop-transfer instructions as to such stock.
3. E-TREND REPRESENTand warrant to theISSUER the following:
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i. Organization. All actions taken by E-TREND, the owners and E-TREND of
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the E-TREND have been valid and in accordance with all laws.
ii. Counsel. E-TREND represent and warrant prior to the Closing, that they
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are represented by independent counsel or have had the opportunity to
retain independent counsel to represent them in this transaction.
4. INVESTMENT INTENT. E-TREND agrees that the Shares being issued pursuant
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to this Agreement may be sold, pledged, assigned, hypothecated or otherwise
transferred, with or without consideration (hereinafter called a
"TRANSFER"), 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.
5. CLOSING. Theclosing of this transaction shall take place at the offices of
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eAngels Equity, LLC 0000 Xxxx Xxxxxxx, #000, Xxxxxxxxx, XX. 00000, upon
receipt or exchange, as the case may be of the items referenced in Section
6, below. Closing date will be set for the latest, October 1st, 2003 at 5PM
West Coast Time.
6. DOCUMENTATION TO BE DELIVERED AT CLOSING.
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i. By theISSUER
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(1) Board of Directors Minutes authorizing the issuance of a certificate
or certificates for total of 250,000 new preferred shares registered
in the names of the E-TREND.
(2) Such other minutes of ISSUER's E-TREND or directors as may reasonably
be required by E-TREND.
ii. By E-TREND:
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(1) Consents signed by E-TREND consenting to the terms of this Agreement.
(2) All the business and corporate records of ISSUER, including but not
limited to, correspondence files, bank statements, checkbooks, savings
account books, minutes of shareholder and directors meetings,
financial statements, shareholder listings, stock transfer records,
agreements and contracts.
7. REMEDIES.
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i. Arbitration. Any controversy or claim arising out of, or relating to, this
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Agreement, or the making, performance, or interpretation thereof, shall be
settled by arbitration in the State of Nevada 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.
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i. Captions and Headings. The Article and paragraph headings throughout this
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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
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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.
iii. Non Waiver. Except as otherwise expressly provided herein, no waiver of
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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
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every provision hereof.
V. Entire Agreement. This Agreement contains the entire agreement and
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understanding between the parties hereto, and supersedes all prior
agreements and understandings.
vi. Counterparts. This Agreement may be executed simultaneously in one or
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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
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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:
E-TREND: ISSUER:
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E-Trend Networks, Inc. Xxx.xxx, Inc.
0000 Xxxxxx Xxxxxx Xxxxxxx, #000 0000 Xxxxxx Xxxxxx Xxxxxxx, #000
Xxx Xxxxx, Xxxxxx 00000 Xxx Xxxxx, Xxxxxx 00000
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 1st day of
October, 2003
E-TREND NETWORKS, INC. XXX.XXX, INC.
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
------------------- -------------------
Xxxxxxx Xxxxxx as per Directors Xxxxxxx Xxxxxx as per the E-TREND
Resolution of E-Trend Networks, Inc. and Directors Xxx.xxx, Inc.
EXHIBIT A
E-TREND TO BE ISSUED SHARES
E-Trend Networks 250,000 Preferred shares
