AGREEMENT AND PLAN OF
SHARE EXCHANGE
This Agreement and Plan of Share Exchange, dated April 12, 2002,
by and between PR Specialists, Inc., a Delaware corporation with its
principal offices located at 0000 Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxxx,
Xxxxxxxxxx 00000 ("Buyer") and Servitrust Corp., a Florida corporation
with its principal offices located at 000 Xxxxx Xxxxx Xxxx 0, Xxxxxxx,
Xxxxxxx 00000 ("Seller"); and the shareholders whose signatures appear
on the Counterpart Signature Pages of this Agreement (the
"Shareholders", and each of those persons individually, a
"Shareholder").
RECITALS
WHEREAS, the parties desire that Buyer acquire all of the
outstanding capital stock of Seller in exchange for securities of
Buyer (the "Share Exchange"), all as more particularly set forth
herein; and
WHEREAS, the boards of directors of the parties to this Agreement
have determined that the proposed transaction is advisable and for the
general welfare and advantage of their respective corporations and
shareholders and have recommended to their respective shareholders
that the proposed transaction be consummated; and
WHEREAS, the Share Exchange shall be consummated pursuant to and
in accordance with the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, the parties agree as follows:
SECTION 1. Plan of Share Exchange.
-----------------------
1.1 The Plan of Share Exchange, Exhibit A, is incorporated by
reference.
SECTION 2. Closing/Rule 14f-1 Compliance.
------------------------------
2.1 Closing. Closing shall take place at 000 Xxxxx Xxxxx Xxxx
--------
0, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M. on April 22, 2002 (the
"Closing" or "Closing Date"), or at another time, date, and place
mutually agreed to by the parties, but no later than April 30, 2002
("Drop Dead Date"). Closing shall be consummated by the execution and
acknowledgment by Buyer and Seller of Articles of Share Exchange in
accordance with F.S. Chapter 607 and other applicable law. The
Articles of Share Exchange executed and acknowledged shall be
delivered for filing to the Secretary of State as promptly as possible
after the consummation of the closing. The Articles of Share Exchange
shall specify the effective date and time of the Share Exchange.
2.2 Rule 14f-1 Compliance. Rule 14f-1 promulgated under the
----------------------
Securities and Exchange Act of 1934, as amended (the "Exchange Act")
apply to the transactions contemplated by this Agreement such that
Buyer has an obligation to file certain information, as provided in
Rule 14f-1, to the Securities Exchange Commission (the "SEC") and the
1
Exhibit 2.1
historic shareholders of Buyer not less than 10 days prior to the date
of such change in control of the Company's board of directors.
SECTION 3. Representations and Warranties of Seller and Shareholders.
----------------------------------------------------------
3.1 Seller's Representations and Warranties. As of the Closing
----------------------------------------
Date, Seller represents and warrants to Buyer as follows:
3.1.1 Capital Structure. The capitalization of Seller
------------------
consists of 1,000 shares of common stock, $1.00 par value, of which
1,000 shares are issued and outstanding. All of the issued and
outstanding capital stock of Seller has been duly authorized and
validly issued, and is fully paid and nonassessable, free of
preemptive rights, and not subject to any restriction on transfer
under the Articles of Incorporation of Seller or any agreement to
which Seller is a party or of which Seller has been given notice.
There are no outstanding subscriptions, options, warrants, convertible
securities, rights, agreements, understandings, or commitments of any
kind relating to the subscription, issuance, repurchase, or purchase
of capital stock or other securities of Seller, or obligating Seller
to transfer any additional shares of its capital stock of any class or
any other securities.
3.1.2 Ownership of the Shares. The shares of Buyer's common
------------------------
stock ("Common Stock") being issued to Seller's shareholders at the
Closing are duly authorized and will be validly issued, fully paid,
and nonassessable on their issuance. The persons receiving these
securities at the Closing will acquire good, valid, and indefeasible
title, free and clear of any interests, security interests, claims,
liens, pledges, options, penalties, charges, other encumbrances,
buy-sell agreements, or rights of any party whatsoever.
3.1.3 Organization and Good Standing.
-------------------------------
Seller is duly qualified as a Florida corporation and is in
good standing in any jurisdiction in which the conduct of its business
or the ownership of its assets requires such qualification.
A true and complete copy of the Articles of Incorporation
of Seller, each as amended to this date, has been delivered or made
available to Buyer. The minute books of Seller are current as required
by law, contain the minutes of all meetings of the incorporators,
Board of Directors, committees of the Board of Directors, and
shareholders from the date of incorporation to this date, and
adequately reflect all material actions taken by the incorporators,
Board of Directors, committees of the Board of Directors, and
shareholders of Seller. Seller has no subsidiaries.
3.1.4 Authorization; Validity. The execution, delivery, and
------------------------
performance of this Agreement by Seller has been duly and validly
authorized by all requisite corporate action. This Agreement has been
duly and validly executed and delivered by Seller, and is the legal,
valid, and binding obligation of Seller, enforceable in accordance
with its terms, except as limited by bankruptcy, insolvency,
moratorium, reorganization, and other laws of general application
affecting the enforcement of creditors' rights and by the availability
of equitable remedies.
2
Exhibit 2.1
3.1.5 Consents. Except (i) for the filing of the Articles
---------
of Share Exchange, if any, with the applicable governmental authorities;
and (ii) as may be required by the applicable federal and state
securities laws, other than is set forth herein, no approval, consent,
waiver, or authorization of or filing or registration with any
governmental authority or third party is required for the execution,
delivery, or performance by Seller of the transactions contemplated by
this Agreement.
3.1.6 Litigation. Other than is set forth herein, no
-----------
litigation is pending or to the knowledge of Seller, threatened, to
which Seller is or may become a party.
3.1.7 Violations. The execution, delivery, or performance of
-----------
this Agreement does not and will not (i) with or without the giving of
notice or the passage of time, or both, constitute a default under,
result in breach of, result in the termination of, result in the
acceleration of performance of, require any consent, approval, or
waiver, or result in the imposition of any lien or other encumbrance
on any property or assets of Seller under, any agreement, lease, or
other instrument to which Seller is a party or by which any of the
property or assets of Seller are bound; (ii) violate any permit,
license, or approval required by Seller to own its assets and operate
its business; (iii) violate any law, statute, or regulation or any
judgment, order, ruling, or other decision of any governmental
authority, court, or arbitrator; or (iv) violate any provision of
Seller's Articles of Incorporation or Bylaws.
3.1.8 Broker and Finder Fees. No liability to any Broker or
-----------------------
Finder or Agent for any brokerage fees, finder's fees or commissions
with respect to the Share Exchange shall be incurred by Seller.
3.2 Shareholders' Representations and Warranties. As of the
---------------------------------------------
Closing Date, each Shareholder individually represents and warrants to
Buyer with respect to itself and its shares of stock of Seller as
follows:
3.2.1 Shareholder of Seller. The Shareholder is the sole
----------------------
record and beneficial holder of all issued and outstanding shares of
capital stock of Seller, as described below, and the Shareholder owns
such shares free and clear of all liens, restrictions and claims of
any kind.
3.2.2 Authorization; Validity. This Agreement has been duly
------------------------
and validly executed and delivered by the Shareholder, and is the
legal, valid, and binding obligation of the Shareholder, enforceable
in accordance with its terms, except as limited by bankruptcy,
insolvency, moratorium, reorganization, and other laws of general
application affecting the enforcement of creditors' rights and by the
availability of equitable remedies.
3.2.3 Consents. No approval, consent, waiver, or
---------
authorization of or filing or registration with any governmental
authority or third party is required for the execution, delivery, or
performance by the Shareholder of the transactions contemplated by
this Agreement.
3.2.4 Violations. The execution, delivery, or performance of
-----------
this Agreement does not and will not (i) with or without the giving of
notice or the passage of time, or both, constitute a default, result
3
Exhibit 2.1
in breach of, result in the termination of, result in the acceleration
of performance of, require any consent, approval, or waiver, or result
in the imposition of any lien or other encumbrance upon any property
or assets of the Shareholder, under any agreement, lease, or other
instrument to which such Shareholder is a party or by which any of the
property or assets of such Shareholder is bound; or (ii) violate any
law, statute, or regulation or any judgment, order, ruling, or other
decision of any governmental authority, court, or arbitrator.
3.3 Survival of Representations and Warranties. Each of the
-------------------------------------------
representations and warranties in Sections 3.1 and 3.2 shall survive
the Closing until the expiration of all applicable statute of
limitations periods.
SECTION 4. Representations and Warranties of Buyer.
----------------------------------------
4.1 Buyer's Representations and Warranties. As of the Closing
---------------------------------------
Date, Buyer represents and warrants to Seller as follows:
4.1.1 Capital Structure. The capitalization of Buyer
------------------
consists of (i) 20,000,000 shares of Common Stock, $0.001 par value,
of which 5,434,000 shares are issued and outstanding; and (ii)
5,000,000 shares of Preferred Stock, $0.001 par value, none of which
are issued and outstanding. All of the issued and outstanding capital
stock of Buyer has been duly authorized and validly issued, and is
fully paid and nonassessable, free of preemptive rights, and not
subject to any restriction on transfer under the Articles of
Incorporation or Bylaws of Buyer or any agreement to which Buyer is a
party or of which Buyer has been given notice. There are no
outstanding subscriptions, options, warrants, convertible securities,
rights, agreements, understandings, or commitments of any kind
relating to the subscription, issuance, repurchase, or purchase of
capital stock or other securities of Buyer, or obligating Buyer to
transfer any additional shares of its capital stock of any class or
any other securities.
4.1.2 Organization and Good Standing.
-------------------------------
Buyer is duly qualified as a Delaware corporation and is in
good standing in any jurisdiction in which the conduct of its business
or the ownership of its assets requires such qualification.
A true and complete copy of the Certificate of
Incorporation and Bylaws of Buyer, each as amended to this date, has
been delivered or made available to Seller. The minute books of Buyer
are current as required by law, contain the minutes of all meetings of
the incorporators, Board of Directors, committees of the Board of
Directors, and shareholders from the date of incorporation to this
date, and adequately reflect all material actions taken by the
incorporators, Board of Directors, committees of the Board of
Directors, and shareholders of Buyer. Buyer has no subsidiaries.
4.1.3 Authorization; Validity. The execution, delivery, and
------------------------
performance of this Agreement by Buyer has been duly and validly
authorized by all requisite corporate action. This Agreement has been
duly and validly executed and delivered by Buyer, and is the legal,
valid, and binding obligation of Buyer, enforceable in accordance with
its terms, except as limited by bankruptcy, insolvency, moratorium,
4
Exhibit 2.1
reorganization, and other laws of general application affecting the
enforcement of creditors' rights and by the availability of equitable
remedies.
4.1.4 Consents. Except (i) for the filing of the Articles of
---------
Share Exchange, if any, with the applicable governmental authorities;
and (ii) as may be required by the applicable federal and state
securities laws, other than is set forth herein, no approval, consent,
waiver, or authorization of or filing or registration with any
governmental authority or third party is required for the execution,
delivery, or performance by Buyer of the transactions contemplated by
this Agreement.
4.1.5 Litigation. Other than is set forth herein, no
-----------
litigation is pending or to the knowledge of Buyer, threatened, to
which Buyer is or may become a party.
4.1.6 Violations. The execution, delivery, or performance of
-----------
this Agreement does not and will not (i) with or without the giving of
notice or the passage of time, or both, constitute a default under,
result in breach of, result in the termination of, result in the
acceleration of performance of, require any consent, approval, or
waiver, or result in the imposition of any lien or other encumbrance
on any property or assets of Buyer under, any agreement, lease, or
other instrument to which Buyer is a party or by which any of the
property or assets of Buyer are bound; (ii) violate any permit,
license, or approval required by Buyer to own its assets and operate
its business; (iii) violate any law, statute, or regulation or any
judgment, order, ruling, or other decision of any governmental
authority, court, or arbitrator; or (iv) violate any provision of
Buyer's Articles of Incorporation or Bylaws.
4.1.7 Broker and Finder Fees. No liability to any Broker
-----------------------
or Finder or Agent for any brokerage fees, finder's fees or
commissions with respect to the Share Exchange shall be incurred by
Buyer.
4.1.8 Reports and Financial Statements. Other than as set
---------------------------------
forth herein, from March 31, 2000 to the date hereof, except
where failure to do so did not and would not have a material
adverse effect on Buyer, Buyer has filed all reports,
registrations and statements, together with any required
amendments thereto, that it was required to file with the SEC,
including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms
8-K and Proxy Statements (collectively the "Buyer's Reports").
Buyer has furnished or will furnish to Seller (and the
Shareholders upon the request of Shareholders) copies of all
Buyer's Reports filed with the SEC since April 2000. As of their
respective dates (but taking into account any amendments filed
prior to the date of this Agreement), the Buyer's Reports (other
than the financial statements included therein) complied in all
material respects with all the rules and regulations promulgated
by the SEC and did not contain any untrue statement of material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which they were made, misleading. The
financial statements of Buyer included in the Buyer's Reports
complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations
of the SEC with respect thereto, were prepared in accordance with
GAAP consistently applied during the periods presented (except,
as noted therein, or, in the case of unaudited statements, as
5
Exhibit 2.1
permitted by Form 10-QSB of the SEC) and fairly present (subject,
in the case of unaudited statements, to normal audit adjustments)
the financial position of Buyer and its consolidated subsidiaries
as of the date thereof and the results of their operations and
their cash flows for the periods then ended.
4.1.9 Liabilities. Schedule 4.1.9 sets forth in tabular
------------
form the total current liabilities incurred by Buyer and its
affiliates, which do not exceed $15,000 in the aggregate.
4.1.10 Tax Filings. Other than is set forth on
------------
Schedule 4.1.9, all tax returns required to be filed with respect to
Buyer and its affiliates, or any of their income, properties or
operations are in all material respects true, complete and correct and
have been duly filed in a timely manner. Further, all taxes
attributable to Buyer and its affiliates that are or were due and
payable (without regard to whether such taxes have been assessed) have
been paid.
4.2 Survival of Representations and Warranties. Each of the
-------------------------------------------
representations and warranties in Section 4.1 shall survive the
Closing until the expiration of all applicable statute of limitations
periods.
SECTION 5. Covenants of Seller.
--------------------
5.1 Except as may otherwise be consented to or approved in
writing by Buyer, Seller agrees that from the date of this Agreement
and until the Closing:
5.1.1 Conduct Pending Closing. (i) The Business of Seller
------------------------
shall be conducted only in the ordinary course consistent with past
practices.
5.1.2 Access to Records. Seller shall provide Buyer and its
------------------
representatives access to all records of Seller that they reasonably
may request and provide reasonable access to the properties of Seller.
5.1.3 Solicitation. Seller agrees that it will not solicit,
-------------
consider, or negotiate any offers to acquire the shares or assets of
Seller, or to provide any information or to make available any
management personnel to third parties for such purposes.
5.1.4 Confidentiality. Seller agrees to keep the provisions
----------------
of this Agreement confidential and will not disclose its provisions to
any person, excluding Seller's accountants, attorneys, and other
professionals with whom Seller conducts business and to whom such
disclosure is reasonably necessary; provided, however, that such
persons shall be advised of the confidential nature of this Agreement
at the time of such disclosure.
SECTION 6. Covenants of Buyer.
-------------------
6.1 Except as may otherwise be consented to or approved in
writing by Seller, Buyer agrees that from the date of this Agreement
and until the Closing:
6
Exhibit 2.1
6.1.1 Conduct Pending Closing. (i) The business of Buyer
------------------------
shall be conducted only in the ordinary course consistent with past
practices.
6.1.2 Access to Records. Buyer shall provide Seller and its
------------------
representatives access to all records of Buyer that they reasonably
may request and provide reasonable access to the properties of Buyer.
6.1.3 Solicitation. Buyer agrees that it will not solicit,
-------------
consider, or negotiate any offers to acquire the shares or assets of
Buyer, or to provide any information or to make available any
management personnel to third parties for such purposes.
6.1.4 Confidentiality. Buyer agrees to keep the provisions
----------------
of this Agreement confidential and will not disclose its provisions to
any person, excluding Buyer's accountants, attorneys, and other
professionals with whom Buyer conducts business and to whom such
disclosure is reasonably necessary; provided, however, that such
persons shall be advised of the confidential nature of this Agreement
at the time of such disclosure.
SECTION 7. Conditions Precedent to Obligations of Buyer.
---------------------------------------------
Unless, at the Closing, each of the following conditions is
either satisfied or waived by Buyer in writing, Buyer shall not be
obligated to effect the transactions contemplated by this Agreement:
7.1 Representations and Warranties. The representations and
-------------------------------
warranties of Seller shall be true and correct as of the Closing.
7.2 Performance of Covenants. Seller shall have performed and
-------------------------
complied in all respects with the covenants and agreements required by
this Agreement.
7.3 Items to be Delivered at Closing. Seller shall have
---------------------------------
tendered for delivery to Buyer the following:
7.3.1 Delivery of Shares. Certificates representing all of
-------------------
the outstanding securities of Seller duly endorsed in blank or
accompanied by duly executed stock powers with all requisite transfer
tax stamps attached.
7.3.2 Articles of Share Exchange. A duly executed original
---------------------------
of the Articles of Share Exchange.
7.3.3 Corporate Action. A certified copy of the corporate
-----------------
action of both Seller and Shareholder authorizing and approving this
Agreement and the transactions contemplated by it.
7.3.4 Investment Letter. An investment letter duly executed
------------------
by the Shareholder.
7.4 Proceedings and Instruments Satisfactory. All proceedings,
-----------------------------------------
corporate or other, to be taken in connection with the transactions
contemplated by this Agreement, and all documents incident to this
7
Exhibit 2.1
Agreement, shall be satisfactory in form and substance to Buyer and
Buyer's counsel, whose approval shall not be withheld unreasonably.
SECTION 8. Conditions Precedent to Obligations of Seller.
----------------------------------------------
Unless, at the Closing, each of the following conditions is
either satisfied or waived by Seller in writing, Seller shall not be
obligated to effect the transactions contemplated by this Agreement.
8.1 Representations and Warranties. The representations and
-------------------------------
warranties of Buyer shall be true and correct as of the Closing.
8.2 Items to be Delivered at Closing. Buyer shall have tendered
---------------------------------
for delivery to Seller the following:
8.2.1 Delivery of Shares. Stock certificate representing
-------------------
10,000,000 shares duly issued in the name of the Shareholders, as more
fully described on Schedule 8.2.1 herein.
8.2.2 Director's Resolution. A resolution of the Board of
----------------------
Directors, dated the closing date (i) appointing Xxxx X. Xxxxxx and
Xxxxx Xxxxx as directors of the Company; (ii) appointing Xxxx X.
Xxxxxx and Xxxxx Xxxxxx president and vice president, respectively, of
the Company; (iii) amending Xxxxx Xxxxxx current employment contract
whereby Xx. Xxxxxx will serve as vice president of the Company. The
term of Xx. Xxxxxx employment contract will be from the Closing Date
to a period of six months thereafter, with an annual salary of $60,000
per year.
8.2.3 Release from Liability. A duly executed Form of
-----------------------
Release executed by Xxxxx Xxxxxx whereby Xx. Xxxxxx releases the
Company from any and all liability, up to the Closing Date, for (i)
any back salary owed or that may be owed to Xx. Xxxxxx by the Company,
and (ii) any other debts, liabilities etc. that may be owed to Xx.
Xxxxxx by the Company.
8.2.4 Articles of Share Exchange. A duly executed original
---------------------------
of the Articles of Share Exchange.
8.3 Performance of Covenants. Buyer shall have performed and
-------------------------
complied in all respects with the covenants and agreements required by
this Agreement.
SECTION 9. Intentionally Left Blank.
-------------------------
SECTION 10. Notices.
--------
Any notice, request, demand, or communication required or
permitted to be given by any provision of this Agreement shall be
deemed to have been delivered, given, and received for all purposes if
written and if (i) delivered personally, by facsimile, or by courier
or delivery service, at the time of such delivery; or (ii) directed by
registered or certified United States mail, postage and charges
prepaid, addressed to the intended recipient, at the address specified
below, two business days after such delivery to the United States
Postal Service.
8
Exhibit 2.1
If to Buyer: Xxxxx Xxxxxx
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
With a copy to: ________________
________________
If to Seller: Xxxx X. Xxxxxx
000 Xxxxx Xxxxx Xxxx 0
Xxxxxxx, Xxxxxxx 00000
With a copy to: Xxxxx X. Xxxx, Esq.
Xxxxx X. Xxxx, P.A.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Any party may change the address to which notices are to be mailed by
giving notice as provided herein to all other parties.
SECTION 11. Miscellaneous.
--------------
11.1 Survival of Representations and Warranties; Limitation of
---------------------------------------------------------
Liability. The representations and warranties of each of the parties
----------
contained herein shall survive the execution and delivery hereof, and
performance of obligations hereunder, and continue in full force and
effect forever hereafter (subject to any applicable statutes of
limitations).
11.2 No Third Party Beneficiaries. This Agreement shall not
-----------------------------
confer any rights or remedies upon any person or entity
other than the parties and their respective successors,
assigns, heirs or legal representatives, as the case may
be.
11.3 Entire Agreement. This Agreement (including the documents
-----------------
referred to herein and the Schedules hereto) constitutes the entire
agreement among the parties and supersedes any prior understandings,
agreements, or representations by or among the parties, written or
oral, to the extent they related in any way to the subject matter
hereof.
11.4 Succession and Assignment. This Agreement shall be binding
--------------------------
upon and inure to the benefit of the parties named herein and their
respective successors, assigns, heirs or legal representatives, as the
case may be.
11.5 Counterparts. This Agreement may be executed in one or more
-------------
counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
9
Exhibit 2.1
11.6 Headings. The paragraph and subparagraph headings contained
---------
in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this Agreement.
11.7 Governing Law. This Agreement shall be governed by, and
--------------
construed in accordance with, the laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule that
would cause the application of the laws of any jurisdiction other than
the State of Florida.
11.8 Amendments and Waivers. No amendment of any provision of
-----------------------
this Agreement shall be valid unless the same shall be in writing and
signed by each of the parties hereto. No waiver by any party of any
default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to
any prior or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.
11.9 Severability. Any term or provision of this Agreement that
-------------
is invalid or unenforceable in any situation in any jurisdiction shall
not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.
11.10 Conflict of Terms. In the event of a conflict of terms and
------------------
conditions between this Agreement and any other agreement, the terms
and conditions of this Agreement shall prevail.
11.11 General Interpretive Principles. For purposes of this
--------------------------------
Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
11.1.1 The terms defined in this Agreement include the
plural as well as the singular, and the use of any gender herein shall
be deemed to include the other gender;
11.1.2 Accounting terms not otherwise defined herein have
the meanings given to them in accordance with generally accepted
accounting principles;
11.1.3 References herein to "paragraphs",
"subparagraphs" and other subdivisions without reference to a document
are to designated paragraphs, subparagraphs and other subdivisions of
this Agreement;
11.1.4 A reference to a subparagraph without further
reference to a paragraph is a reference to such subparagraph as
contained in the same paragraph in which the reference appears;
11.1.5 The words "herein", "hereof", "hereunder" and
other words of similar import refer to this Agreement as a whole and
not to any particular provision; and
10
Exhibit 2.1
11.1.6 The term "include" or "including" shall mean
without limitation by reason of enumeration.
11.1.7 Incorporation of Schedules. The schedules
identified in this Agreement are incorporated herein by reference and
made a part hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
ATTEST: BUYER:
By:___________________________ By:_________________________
Xxxxx Xxxxxx, President
SELLER:
By:___________________________ By:_________________________
Xxxx X. Xxxxxx, President
[See Counterpart Signature Pages Attached]
11
Exhibit 2.1
COUNTERPART SIGNATURE PAGE
TO
AGREEMENT AND PLAN OF
SHARE EXCHANGE
(the "Exchange Agreement")
dated April 12, 2002
between and among
PR Specialists, Inc., Servitrust Corp.
and
the Shareholders whose signatures
appear on the Counterpart Signature Pages thereto
-------------------------------------------------
By execution of this Counterpart Signature Page and upon
acknowledgment by PR Specialists, Inc. and Servitrust Corp., the
undersigned agrees to become a party to and be bound by the terms of
the Exchange Agreement, and the undersigned shall be deemed a
"Shareholder" under the Exchange Agreement.
[Individuals] [Entities]
______________________________ __________________________________
By:_______________________________
Name: ________________________ Name:_____________________________
Title:____________________________
Date: __________________ Date:_____________________________
ACKNOWLEDGMENT:
---------------
PR Specialists, Inc. and Servitrust Corp. hereby acknowledges
execution of this Counterpart Signature Page by the above
Shareholder(s).
SERVITRUST CORP. PR SPECIALISTS, INC.
____________________________ ____________________________
Xxxx X. Xxxxxx, President Xxxxx Xxxxxx, President
12
Exhibit 2.1
Schedule 4.1.9
Buyer's Liabilities
Amount Owed Name of Creditor Description of Liability
----------- ---------------- ------------------------
$575.00 PR News Wire Press Release
$100.00 Incorporating Services Annual Agent Fee
$14.00 Interwest Transfer Shareholder's List
$329.00/month CI HOST Web Hosting For Xxxxxx.xxx
$220.00 Delaware Estimated Franchise Tax
$100.00 DTC DTC Report
$1,900.00 Xxxxxxx - Xxxxxx Audit
$5,538.00 Federal / State Payroll Taxes
$2,500.00 First London Securities Financial Advisor Agreement
$1,225.00 Xxxxxx X. XxXxxxxx, P.A. Consulting Agreements
$500.00 Miscellaneous Phone, DSL, Fax
-------------
$13,001 TOTAL
13
Exhibit 2.1
Schedule 8.2.1
Transfer of Shares of Stock
Pursuant to the terms of the Agreement and Plan of Share Exchange, on
the Closing Date, all of the shareholders of Seller shall exchange all
of their stock of Seller for 10,000,000 shares of Buyer. Accordingly,
each Shareholder (or his agent) agrees to deliver to the Buyer (or its
agent) his original Seller common stock share certificate(s) (in the
specific amounts set forth next to such Shareholder's names), along
with any necessary stock transfer stamps and duly executed stock
powers in a form satisfactory to Buyer (or its agent); and Buyer (or
its agent) agrees to deliver to each Shareholder (or his agent) common
stock share certificates representing the number of shares of Buyer in
the specific amounts set forth next to such Shareholder's names.
-------------------------------------------------------------------------------------------
Name of Selling Shareholder No. of Seller's Shares No. of Buyer's shares to
to be transferred to be transferred to Selling
Buyer Shareholder
-------------------------------------------------------------------------------------------
Xxxxx Xxxxxx
000 X. Xxxxxxxxxx Xxxxx, #000
Xxxxx Xxxxxxx, XX 00000 20 200,000
-------------------------------------------------------------------------------------------
American Pension Services / FUB
Custodian for Xxxxx Xxxxxx XXX
000 X. Xxxxxxxxxx Xxxxx, #000
Xxxxx Xxxxxxx, XX 00000 25 250,000
-------------------------------------------------------------------------------------------
Mid Ohio Securities
Custodian for Xxxxxxxxxx Xxxxxx XXX
341134159
000 X. Xxxxxxxxxx Xxxxx, #000
Xxxxx Xxxxxxx, XX 00000 15 150,000
-------------------------------------------------------------------------------------------
JGL, Inc.
0000 Xxxx Xxxxxxxxxx Xxxx.
Xx. Xxxxxxxxxx, XX 00000 25 250,000
-------------------------------------------------------------------------------------------
Xxxxxxx Xxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000 5 50,000
-------------------------------------------------------------------------------------------
Xxxxx X. Xxxx, P.A.,
Trustee for Xxxxxx Xxxxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000 10 100,000
-------------------------------------------------------------------------------------------
Xxxx Xxxxxxxx Xxxxxxx
000 Xxxxxx Xxxx 000
Xxxxxxxx Xxxx, XX 00000 3.5 35,000
-------------------------------------------------------------------------------------------
Xxxxx & Xxxx Xxxxx JTROS
00 Xxxxxxx Xxxx.
Xxxx Xxxxxxxxx, XX 00000 2 20,000
-------------------------------------------------------------------------------------------
14
Exhibit 2.1
Xxxxxxxxx Xxxxxxxx
00000 Xxxxxxx Xxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000 37 370,000
-------------------------------------------------------------------------------------------
Xxxxx & Xxxxxx Xxxxxxx -
Joint Tenants by the Entireties
00000 Xxxxxx Xxx Xxxx
Xxxxxx Xxxxx, XX 00000 20 200,000
-------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxx
000 XX 000xx Xxxxxx
Xxxxxxxx Xxxxx, XX 00000 46 460,000
-------------------------------------------------------------------------------------------
American Pension Services / FUB
Custodian for Xxxxx X. Xxxxxx XXX
000 XX 000xx Xxxxxx
Xxxxxxxx Xxxxx, XX 00000 40 400,000
-------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxxx
X.X. Xxx 0000
Xxxxxx Xxx, XX 00000 3 30,000
-------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxx
00000 XX 0xx Xxxxx
Xxxxxxxxxx, XX 00000 1 10,000
-------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxx
00 Xxxxxxxxx Xx., XX 00
Xxxxx Xxxxxx, XX 00000 38 380,000
-------------------------------------------------------------------------------------------
American Pension Services / FUB
Custodian for Xxxxxxx Xxxxxx XXX
#5739
0000 X. Xxxxx Xxxxxx
Xxxxx, Xxxx 00000 25 250,000
-------------------------------------------------------------------------------------------
Xxxxxxxx X. Xxxxxxx
0000 Xxxx Xxxx Xx.
Xxxxx Xxxxx, XX 00000 10 100,000
-------------------------------------------------------------------------------------------
Xxxxxx X Xxxxxx-Cata
0000 xx 00 Xxxxxx
Xxxxx, XX 00000 10 100,000
-------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx
00 Xxxx Xx, Xxx. 0
Xxxxxxxxxx, XX 00000 2 20,000
-------------------------------------------------------------------------------------------
Xxxxxxx Xxx Xxxxx
0000 Xxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000 2.5 25,000
-------------------------------------------------------------------------------------------
Xxxxxx Xxx Xxxxx
0000 Xxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000 2.5 25,000
-------------------------------------------------------------------------------------------
Xxx X. Xxxxxxx
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000 4 40,000
-------------------------------------------------------------------------------------------
15
Exhibit 2.1
Xxx Xxxxxxx Xxxxx
0000 Xxxxxxxx Xxxx
Xxxx Xxxxx, XX 00000 1 10,000
-------------------------------------------------------------------------------------------
Xxxx Xxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000 2.5 25,000
-------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxx
00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000 1 10,000
-------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx
000 Xxxxxxx Xxxx Xxxxx, Xxx 0X
Xxx Xxxx, XX 00000 4 40,000
-------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxxx
00000 0xx Xxxx.
Xxxx Xxxx, Xxxxxxx Xxxxxx X0X 0X0 5 50,000
-------------------------------------------------------------------------------------------
Xxxx X'Xxxxx
000 Xxxxx Xxxxx, #0000
Xxxxxxx, XX 00000 2.5 25,000
-------------------------------------------------------------------------------------------
Xxxxxx Family Trust,
Xxxxxxx Xxxxxx, Trustee
000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000 120 1,200,000
-------------------------------------------------------------------------------------------
Xxxxxxx and Xxxx Xxxxx, JTWROS
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000 75 750,000
-------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxx
000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000 8 80,000
-------------------------------------------------------------------------------------------
Xxxx Xxxxxxx
00000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000 12.5 125,000
-------------------------------------------------------------------------------------------
Xxxx X. Xxxxxx
00000 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000 4.5 45,000
-------------------------------------------------------------------------------------------
Xxxxxxx Services Group, Inc.
000 X. Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000 75 750,000
-------------------------------------------------------------------------------------------
Xxxxx Xxxxx
00000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000-0000 80 800,000
-------------------------------------------------------------------------------------------
Xxxxxxxx Pundarika
0 Xxxxxxxxxx Xxxxx
00-00 Xxxxxxxxxx Xxxx
Xxxxxx XX0 0XX
Xxxxxx Xxxxxxx 20 200,000
-------------------------------------------------------------------------------------------
16
Exhibit 2.1
Xxxxx Xxxxxx Xxxxxx
00000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000 20 200,000
-------------------------------------------------------------------------------------------
Angel Xxxxxxx Xxxxx
0000 Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000 10 100,000
-------------------------------------------------------------------------------------------
Guann-Xxxx Xx
00 Xxxxx Xxxxx
Xxxxxx, XX 00000 2.5 25,000
-------------------------------------------------------------------------------------------
Hartawan Aluwi
00 Xxxxx Xxxxxx Xxxx
#00-00 Xxxxxxx Xxxxxx
Xxxxxxxxx 00000 7 70,000
-------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 1 10,000
-------------------------------------------------------------------------------------------
Xxxx Xxx Xxxx
P. O. Xxx 000
Xxxx Xxxxx, XX 00000 1 10,000
-------------------------------------------------------------------------------------------
XXX Xxxxxx
00 Xxxxx Xxxxxx Xxxx
#00-00 Xxxxxxx Xxxxxx
Xxxxxxxxx 000000 1 10,000
-------------------------------------------------------------------------------------------
Xxxxx X. Xxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000 40 400,000
-------------------------------------------------------------------------------------------
Xxxxx Xxxxxx
000 Xxxxxx Xxxx Xxxxx
Xxxx Xxxxx, XX 00000 30 300,000
-------------------------------------------------------------------------------------------
Xxxx X. Xxxxxx
000 Xxxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000 5 50,000
-------------------------------------------------------------------------------------------
Xxxx Xxxxx
0000 Xxxxxxxxx Xxxxx, #000
Xxxxxxxxx, XX 00000 5 50,000
-------------------------------------------------------------------------------------------
Global Funding Associates, Inc.
Xxxxx Xxxxxxx
00000 Xxxxxxxx Xxxx., #0000
Xxxxxxxx, XX 00000 5 50,000
-------------------------------------------------------------------------------------------
Xxxxx XxXxxxx Xxxxxxxx
0000 XX 000xx Xxxxxx
Xxxxxxxx, XX 00000 12.5 125,000
-------------------------------------------------------------------------------------------
17
Exhibit 2.1
Deva X. Xxxxxx
1442 NW. 000 Xxxxx
Xxxxx Xxxxxxx, XX 00000 5 50,000
-------------------------------------------------------------------------------------------
Xxxxx Xxxxxxxx
0000 X.X. 00xx Xxxxxx
Xxxxxxxxxx, XX 00000-0000 2.5 25,000
-------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxx
0000 X. Xxxxxxx Xxx.
Xxxxxxx, XX 00000 5 50,000
-------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxx
00000 X.X. 0xx Xxxxxx
Xxxxx Xxxxxxx, XX 00000 7.5 75,000
-------------------------------------------------------------------------------------------
Xxxxx Xxxxxx
0000 Xxxxxx Xxx.
Xxxxx, XX 00000 15 150,000
-------------------------------------------------------------------------------------------
Merel & Xxxxxx Xxxx
0000 X. Xxxxx Xxxx. #000
Xxxxxxxx Xxxxx, Xxxxxxx 00000 5 50,000
-------------------------------------------------------------------------------------------
Xxxxxx Xxxxx
0000 X.X. 00xx Xxxxxx
Xxxxxxx, XX 00000 10 100,000
-------------------------------------------------------------------------------------------
Xxxxxx X. and Xxxxx Xxxxx
000 Xxxxxx Xxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000 10 100,000
-------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxx
0000 XX 00xx Xxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxx 00000 5 50,000
-------------------------------------------------------------------------------------------
Xxxxxx & Xxxx Xxxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000 5 50,000
-------------------------------------------------------------------------------------------
Xxxxxxx & Xxxxx Xxxxxxxxx
0000 Xxxxxxxx Xxxxx Xxxx #000
Xxx Xxxx Xxxxxx, XX 00000 12.5 125,000
-------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxxxx
000 Xxxxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000 5 50,000
-------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx
00000 XX 00xx Xxx
X. Xxxxx Xxxxx, XX 00000 5 50,000
-------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxx
000 XxXxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000 5 50,000
-------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000 2.5 25,000
-------------------------------------------------------------------------------------------
Xxxxxxx Xxxx Xxxxxxxxxx
0000 X. 00xx Xxxxx
Xxxxxxxxxxx, XX 00000 2.5 25,000
----- ----------
TOTAL 1,000 10,000,000
-------------------------------------------------------------------------------------------
18
Exhibit 2.1
Articles of Share Exchange
of
PR Specialists, Inc., a Delaware corporation,
with
Servitrust Corp., a Florida corporation
ARTICLES OF SHARE EXCHANGE between PR Specialists, Inc., a
Delaware corporation ("PR Specialists") and Servitrust Corp., a
Florida corporation ("Servitrust").
Under Sec. 607.1105 of the Florida Business Corporation Act (the
"Act"), PR Specialists and Servitrust adopt the following Articles of
Share Exchange.
1. The Agreement and Plan of Share Exchange dated April 12,
2002 ("Plan of Share Exchange"), between PR Specialists, Servitrust et
al. was approved and adopted by the shareholders of Servitrust on
April 3, 2002 and was adopted by the Board of Directors of PR
Specialists on April 3, 2002, because shareholder approval of the Plan
of Share Exchange is not required by the shareholders of PR
Specialists.
2. Under the Plan of Share Exchange, all issued and
outstanding shares of Servitrust stock will be exchanged for
10,000,000 shares of common stock of PR Specialists and Servitrust
will become a wholly owned subsidiary of PR Specialists.
3. The Plan of Share Exchange is attached as Exhibit A and
incorporated by reference as if fully set forth.
4. Under Sec. 607.1105(1)(b) of the Act, the date and time of the
effectiveness of the Share Exchange shall be on the filing of these
Articles of Share Exchange with the Secretary of State of Florida.
IN WITNESS WHEREOF, the parties have set their hands on May 1,
2002.
ATTEST: PR SPECIALISTS, INC.:
By:__________________________ _____________________________
Xxxxx Xxxxxx, President
SERVITRUST CORP.:
By:__________________________ By:___________________________
Xxxx X. Xxxxxx, President
Exhibit 2.1
PLAN OF SHARE EXCHANGE
This Plan of Share Exchange ("Plan") is entered into between PR
Specialists, Inc., a Delaware corporation ("Acquiror") and Servitrust
Corp., a Florida corporation ("Acquiree").
1. Distribution to Shareholders. On the Effective Date, all of
-----------------------------
the shareholders of Acquiree not dissenting from the Plan shall
exchange all of the outstanding stock of Acquiree for 10,000,000
shares of Acquiror and Acquiree shall become a wholly owned subsidiary
of Acquiror.
2. Satisfaction of Rights of Acquiree's Shareholders. All
--------------------------------------------------
shares of Acquiror's stock into which shares of Acquiree's stock have
been converted and become exchangeable for under this Plan shall be
deemed to have been paid in full satisfaction of such converted
shares.
3. Fractional Shares. Not Applicable.
------------------
4. Supplemental Action. If at any time after the Effective
--------------------
Date, Acquiror shall determine that any further conveyances,
agreements, documents, instruments, and assurances or any further
action is necessary or desirable to carry out the provisions of this
Plan, the appropriate officers of Acquiror or Acquiree, as the case
may be, whether past or remaining in office, shall execute and deliver
any and all proper conveyances, agreements, documents, instruments,
and assurances and perform all necessary or proper acts to carry out
the provisions of this Plan.
5. Filing with the Florida Secretary of State and Effective
--------------------------------------------------------
Date. On the Closing, as provided in the Agreement and Plan of Share
-----
Exchange of which this Plan is a part, Acquiror and Acquiree shall
cause their respective Presidents (or Vice Presidents) to execute
Articles of Share Exchange in the form attached to this Plan and, on
execution, this Plan shall be deemed incorporated by reference into
the Articles of Share Exchange as if fully set forth in such Articles
and shall become an exhibit to such Articles of Share Exchange.
Thereafter, the Articles of Share Exchange shall be delivered for
filing to the Florida Secretary of State. In accordance with
Sec. 607.1105(1)(b) of the Florida Business Corporation Act (the "Act"),
the Articles of Share Exchange shall specify the "Effective Date." The
Effective Date shall be the filing date of the Articles, as specified
herein or in the Agreement and Plan of Share Exchange.
6. Amendment and Waiver. Any of the terms or conditions of
---------------------
this Plan may be waived at any time by Acquiror or Acquiree by action
taken by the Board of Directors of such party, or may be amended or
modified in whole or in part at any time before the vote of the
shareholders of Acquiree by an agreement in writing executed in the
same manner (but not necessarily by the same persons), or at any time
thereafter as long as such change is in accordance with Sec. 607.1103
of the Act.
Exhibit 2.1
7. Termination. At any time before the Effective Date (whether
------------
before or after filing the Articles of Share Exchange), this Plan may
be terminated and the share exchange abandoned by mutual consent of
the Boards of Directors of both corporations, notwithstanding
favorable action by the shareholders of Acquiree.
Exhibit 2.1
