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, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE
144 UNDER THE 1933 ACT. 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 1033
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
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Agreement made this 18th day of December, 2000, by and among Sweets and
eats, Inc., a Florida corporation, (the "ISSUER"), and Safe Transportation
Systems, Inc., a Wyoming corporation ("STS").
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
Agreement, the ISSUER agrees to issue to the shareholders of STS, 12,000,000
shares of common stock of ISSUER, (the "Shares"), in exchange for 100% of the
issued and outstanding shares of STS.
2 REPRESENTATIONS AND WARRANTIES.ISSUER represents and warrants to STS
the following:
i. Organization. ISSUER is a corporation duly organized, validly
existing, and in good standing under the laws of florid, and has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in Florida. All actions taken
by the incorporators, directors and shareholders of ISSUER have been valid and
in accordance with the laws of the State of Florida.
ii. Capital. The authorized capital stock of ISSUER CONSISTS OF
50,000,000 shares of common stock, $0.001 par value, of which, prior to closing
there are 4,000,000 shares are issued and outstanding.
iii. OTCBB Listing. The Company is currently listed on the Over the
Counter Bulletin Board with the following trading symbol: SWEA
iv. Financial Statements. The Financial Statements of the ISSUER as
contained in its XXXXX filings and the related statements of income and retained
earnings for the periods then ended have been prepared in accordance with
generally accepted accounting principles consistently followed by ISSUER
throughout the periods indicated, and fairly present the financial position of
ISSUER as of the date of the financial statements.
v. Absence of Changes. Since the date of the financial statements,
there has not been any change in the financial condition or operations of
ISSUER, except changes in the ordinary course of business, which changes have
not in the aggregate been materially adverse.
vi. Liabilities. ISSUER does not have any debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or otherwise,
and whether due or to become due, that is not reflected on the ISSUERS'
financial statement. ISSUER is not aware of any pending, threatened or asserted
claims, lawsuits or contingencies involving issuer or its common stock. there is
no dispute of any kind between issuer and any third party, and no such dispute
will exist at the closing of this Agreement. At closing, ISSUER will be free
from any and all liabilities, liens, claims and/or commitments.
vii. Ability to Carry Out Obligations. ISSUER has the right, power, and
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 a default under any
license, indenture, mortgage, charter, instrument, articles of incorporation,
bylaw, or other agreement or instrument to which ISSUER or its shareholders 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) an event that would cause
ISSUER to be liable to any party, or (c) an event that would result in the
creation or imposition or any lien, charge or encumbrance on any asset of ISSUER
or upon the securities of ISSUER to be issued to the shareholders of STS.
viii. Full disclosure. None of representations and warranties made by
the ISSUER, or in any certificate or memorandum furnished or to be furnished by
the 9SSUER, contains or will contain any untrue statement of a material fact, or
omit any material fact the omission of which would be misleading.
ix. Contract and Leases. ISSUER is not currently carrying on any
business and is not a party to any contract, agreement or lease. No person holds
a power of attorney from ISSUER.
x. Compliance with Laws. To the best of its knowledge, ISSUER has
complied with, and is not in violation of any federal, state, or local statue,
law, and/or regulation.
xi. Litigation. ISSUER is not (and has not been) a party to any suit,
action, arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. To the best knowledge of the ISSUER, there is no
bases for any such action or proceeding and no such action or proceeding is
threatened against 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.
xii. Conduct of Business. prior to the closing, ISSUER shall conduct
its business in the normal course, and shall not (1) sell, pledge, or assign any
assets (2) amend its Articles of Incorporation or Bylaws, (3) declare dividends,
redeem, or sell stock or other securities, (4) incur any liabilities. (5)
acquire or dispose of any assets, enter into any contract, guarantee obligations
of any third party, or (6) enter into any other transaction.
xiii.Documents. All minutes, consents or other documents pertaining to
ISSUER to be delivered at closing shall be valid and in accordance with the laws
o Florida.
xiv. Title. the Shares to be issued pursuant to this Agreement will be,
at 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 the
right to receive any proxy or similar instrument with respect to such shares,
except as provided 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 pursuant to the Agreement. There is no applicable local,
state or federal law, rule, regulation, or decree which would, as a result of
the issuance of the Shares, impair, restrict or delay any voting rights with
respect to the shares.
3. STS represents and warrants to ISSUER the following that prior to
Closing, it has been represented by independent counsel.
4. INVESTMENT INTENT. Shareholders are acquiring the Shares for its own
account for purposes of investment and without expectation, desire, or need for
resale and not with the view toward distribution, resale, subdivision, or
fractionalization of the Shares.
5. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER
(1) Board of Directors Minutes authorizing the issuance of a
certificate or certificates for the 12,000,000 Shares to be issued pursuant to
this Agreement.
(2) The resignation of the current officers and directors of ISSUER.
(3) A Board of Directors resolution appointing the following as
directors of ISSUER:
Xxxxx X. Xxxx
Xxx Xxxxxxx
Xxxxxx Xxx Xxxx, Xx.
(4) All of 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 meeting, financial
statements, shareholder listings, stock transfer records, agreements and
contracts.
i. By STS:
(1) Delivery to the ISSUER, or to its Transfer Agent, the certificates
representing 100% of the issued and outstanding stock of STS/
6. CLOSING. The closing of this transaction shall take place at the
law offices of Xxxx X. Xxxxxxx, 7695 S. X. 000xx Xxxxxx, xxxxx 000, Xxxxx,
Xxxxxxx 00000.Xxxxxx the closing of this transaction takes place on or before
March 31, 2001, then either party may terminate this Agreement.
7. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph headings
throughout this 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. this Agreement and any provision hereof, may not
be waived, changed, modified, or discharged orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
iii. Choice of Law. this Agreement shall be exclusively governed by and
construed in accordance with the laws of the State of Florida. If any action is
brought among the parties with respect to this Agreement or otherwise, by way of
a claim or counterclaim, the parties agree that in any such action, and on all
issues, the parties irrevocably waive their right to a trial by jury. Exclusive
jurisdiction and venue for any such action shall be the State Courts of
Miami-Dade County, Florida. in the event suit or action is brought by any party
under this Agreement to enforce any of its terms, or in any appeal therefrom, it
is agreed that the prevailing party shall be entitled to reasonable attorneys
fees to be fixed by the arbitrator, trial court, and/or appellate court.
iv. Non Waiver. Except as otherwise expressly provided herein, no
waiver of 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.
v. Time of essence. Time is of the essence of this Agreement and of
each and every provision hereof.
vi. Entire Agreement. This Agreemet contains the entire Agreement and
understanding between the parties heretom and supersedes all prior agreements
and understandings.
vii. Counterparts. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Facsimile
signatures shall constitute origianl signatures.
IN WITNESS WHEREOF, the undersigned has executed this Agreement on this
18th day of December, 2000.
Sweets and Eats, Inc. Safe Transportation Systems, Inc.
By: /s/ By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxxxx, President Xxxxx X. Xxxx, President
