SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made this
25th day of March, 2002, by and between CONVERGE GLOBAL, INC., a
Utah corporation ("CVRG"), and the holders (collectively, the
"Shareholders") of all of the issued and outstanding $.0001 par
value common stock (the "TeleWrx Shares") of TeleWrx, Inc., a
Florida corporation ("TeleWrx"). CVRG and the Shareholders are
hereinafter referred to collectively as the "Parties". This
Agreement contemplates a transaction in which CVRG will exchange
Thirty One Million Nine Hundred Thousand (31,900,000) of the $.001
par value common shares of CVRG (the "CVRG Shares") with the
Shareholders for the TeleWrx Shares, whereupon TeleWrx will become a
wholly owned Subsidiary of CVRG.
NOW, THEREFORE, in consideration of the mutual promises,
covenants, and representations contained herein, THE PARTIES HERETO
AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES.
1.1 Issuance of Shares. Subject to all of the terms and
conditions of this Agreement, CVRG agrees to issue One (1) share
CVRG Share for each one (1) TeleWrx Share issued and outstanding,
for an aggregate of 30,900,000 CVRG Shares. The CVRG Shares will be
issued directly to the Shareholders, and each such Shareholder shall
execute a counterpart of this Agreement on a counterpart signature
page (a "Signature Page") hereof.
1.2 Exemption from Registration. The Parties hereto intend
that the CVRG Shares to be issued by CVRG to the Shareholders shall
be exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Act"), pursuant to Sections 4(2) and 4(6)
of the Act and the rules and regulations promulgated thereunder.
1.3 Investment Intent. By execution of a Signature Page, each
Shareholder shall have confirmed agreement to the representations
and warranties contained as a part hereof, including but not limited
to those matters relating to investment intent, investor status,
restrictions on transferability and restrictive legends.
2. REPRESENTATIONS AND WARRANTIES OF TELEWRX. Except as disclosed
in Schedule 2 which is attached hereto and incorporated herein by
reference, Xxxxxxx Xxxxx, the president and chairman of the board of
TeleWrx (the "TeleWrx Responsible Party"), pursuant to the authority
vested in the TeleWrx Responsible Party by the Shareholders, hereby
represents and warrants to CVRG that:
2.1 Organization. TeleWrx is a corporation formed September
6, 2001 that is duly organized, validly existing, and in good
standing under the laws of Florida, has all necessary corporate
powers to own its properties and to carry on its business as now
owned and operated by it, and is duly qualified to do business and
is in good standing in each of the jurisdictions where its business
requires qualification. TeleWrx is a newly formed corporation with
limited operating history.
2.2 Capital. The authorized capital stock of TeleWrx consists
of 150,000,000 shares of common stock,$.0001par value, of which only
the TeleWrx Shares are currently issued and outstanding and
50,000,000 shares of preferred stock, $.0001 par value, of which
none of such preferred shares are issued and outstanding. All of
the issued and outstanding shares of common stock of TeleWrx are
duly authorized, validly issued, fully paid, and nonassessable.
There are no outstanding subscriptions, options, rights, debentures,
instruments, convertible securities, or other agreements or
commitments obligating TeleWrx to issue or to transfer from treasury
any additional shares of its capital stock of any class.
2.3 Subsidiaries. TeleWrx does not have any subsidiaries or
own any interest in any other enterprise (whether or not such
enterprise is a corporation).
2.4 Directors and Officers. Schedule 2.4 contains the names
and titles of all directors and officers of TeleWrx as of the date
of this Agreement.
2.5 Financial Statements. TeleWrx has delivered to CVRG
audited balance sheets and statements of operations for the period
ended October 31, 2001 (the "Financial Statements"). The Financial
Statements are complete and correct in all material respects and
have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods
indicated. The Financial Statements accurately set out and describe
the financial condition of TeleWrx as of November 30, 2001.
2.6 Absence of Changes. Since inception, except for changes
in the ordinary course of business which have not in the aggregate
been materially adverse, to the best of TeleWrx's knowledge, TeleWrx
has conducted its business only in the ordinary course and has not
experienced or suffered any material adverse change in the condition
(financial or otherwise), results of operations, properties,
business or prospects of TeleWrx or waived or surrendered any claim
or right of material value.
2.7 Absence of Undisclosed Liabilities. Neither TeleWrx nor
any of its properties or assets are subject to any material
liabilities or obligations of any nature, whether absolute, accrued,
contingent or otherwise and whether due or to become due, that are
not reflected in the financial statements presented to CVRG or have
otherwise been disclosed in Schedule 2.
2.8 Tax Returns. TeleWrx has not been required to file any
federal, state and local tax returns.
2.9 Investigation of Financial Condition. Without in any
manner reducing or otherwise mitigating the representations
contained herein, CVRG and/or its attorneys shall have the
opportunity to meet with accountants and attorneys to discuss the
financial condition of TeleWrx. TeleWrx shall make available to
CVRG and/or its attorneys all books and records of TeleWrx.
2.10 Trade Names and Rights. TeleWrx uses certain trademarks,
service marks, trademark registrations, trade names, copyrights,
copyright registrations or applications as listed in Schedule 2.10.
2.11 Compliance with Laws. To the best of TeleWrx's knowledge,
TeleWrx has complied with, and is not in violation of, applicable
federal, state or local statutes, laws and regulations (including,
without limitation, any applicable building, zoning or other law,
ordinance or regulation) affecting its properties or the operation
of its business.
2.12 Litigation. TeleWrx is not a party to any suit, action,
arbitration or legal, administrative or other proceeding, or
governmental investigation pending or, to the best knowledge of
TeleWrx, threatened against or affecting TeleWrx or its business,
assets or financial condition. TeleWrx is not in default with
respect to any order, writ, injunction or decree of any federal,
state, local or foreign court, department, agency or instrumentality
applicable to it.
2.13 Authority. TeleWrx has full corporate power and authority
to enter into this Agreement. The board of directors of TeleWrx has
taken all action required to authorize the execution and delivery of
this Agreement by or on behalf of TeleWrx and the performance of the
obligations of TeleWrx under this Agreement. No other corporate
proceedings on the part of TeleWrx are necessary to authorize the
execution and delivery of this Agreement by TeleWrx in the
performance of its obligations under this Agreement. This Agreement
is and will be, when executed and delivered by TeleWrx a valid and
binding agreement of TeleWrx, enforceable against TeleWrx in
accordance with its terms, except as such enforceability may be
limited by general principles of equity, bankruptcy, insolvency,
moratorium and similar laws relating to creditors' rights generally.
2.14 Ability to Carry Out Obligations. Neither the execution
and delivery of this Agreement, the performance by TeleWrx of its
obligations under this Agreement, nor the consummation of the
transactions contemplated under this Agreement will: (a) materially
violate any provision of TeleWrx's articles of incorporation or
bylaws; (b) with or without the giving of notice or the passage of
time, or both, violate, or be in conflict with, or constitute a
material default under, or cause or permit the termination or the
acceleration of the maturity of, any debt, contract, agreement or
obligation of TeleWrx, or require the payment of any prepayment or
other penalties; (c) require notice to, or the consent of, any party
to any agreement or commitment, lease or license, to which TeleWrx
is bound; (d) result in the creation or imposition of any security
interest, lien, or other encumbrance upon any material property or
assets of TeleWrx; or (e) violate any material statute or law or any
judgment, decree, order, regulation or rule of any court or
governmental authority to which TeleWrx is bound or subject.
2.15 Full Disclosure. None of the representations and
warranties made by TeleWrx herein, or in any schedule, exhibit or
certificate furnished or to be furnished in connection with this
Agreement by TeleWrx, or on its behalf, contains or will contain any
untrue statement of material fact or omits or will omit any material
fact required to make any representation or warranty not misleading.
2.16 Assets. TeleWrx has good and marketable title to all of
its tangible properties and such tangible properties are not subject
to any material liens or encumbrances.
2.17 Material Contracts and Obligations. Attached hereto on
Schedule 2.17 is a list of all agreements, contracts, indebtedness,
liabilities and other obligations to which TeleWrx is a party or by
which it is bound that are material to the conduct and operations of
its business and properties, which provide for payments to or by
TeleWrx in excess of $5,000; or which involve transactions or
proposed transactions between TeleWrx and its officers, directors,
affiliates or any affiliate thereof ("Material Obligations").
Copies of such agreements and contracts and documentation evidencing
such liabilities and other obligations have been made available for
inspection by CVRG and its counsel. All of such agreements and
contracts, if any, are valid, binding and in full force and effect
in all material respects, assuming due execution by the other
parties to such agreements and contracts.
2.18 Consents and Approvals. No consent, approval or
authorization of, or declaration, filing or registration with, any
governmental or regulatory authority is required to be made or
obtained by TeleWrx in connection with: (a) the execution and
delivery by TeleWrx of this Agreement; (b) the performance by
TeleWrx of its obligations under this Agreement; or (c) the
consummation by TeleWrx of the transactions contemplated under this
Agreement.
3. REPRESENTATIONS AND WARRANTIES OF CVRG. Except as disclosed in
Schedule 3 which is attached hereto and incorporated herein by
reference, CVRG represents and warrants to TeleWrx that:
3.1 Organization. CVRG is a corporation duly organized,
validly existing, and in good standing under the laws of Utah, has
all necessary corporate powers to own properties and to carry on
business, and it is not now conducting any business, except to the
extent to which the effecting of the transaction contemplated by
this Agreement constitutes doing business.
3.2 Capitalization. The authorized capital stock of CVRG
consists of 50,000,000 shares of $0.001 par value Common Stock of
which 8,010,430 shares of Common Stock are currently issued and
outstanding. All of the issued and outstanding shares of Common
Stock are duly authorized, validly issued, fully paid and
nonassessable. There are no shares of Preferred stock authorized.
There are no stock options granted. There are no warrants
outstanding. There are no other outstanding subscriptions,
convertible securities, or other agreements or commitments
obligating CVRG to issue or to transfer from treasury any additional
shares of its capital stock of any class.
3.3 Subsidiaries. CVRG has no subsidiaries other than an
84.24% interest in Xxxxxxxxxx.xxx, Inc., a California corporation.
3.4 Directors and Officers. Schedule 3.4 contains the name of
the Existing Directors and the names of each Existing Officer as of
the date of this Agreement.
3.5 Financial Statements. CVRG has delivered to TeleWrx its
audited financial statements for the years 1998, 1999, and 2000.
Along with unaudited statements for the periods ending March 30,
2001, and June 30, 2001. In addition CVRG has provided its Federal
and State tax returns for the past three (3) years. The Financial
Statements are complete and correct in all material respects and
have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods
indicated. The Financial Statements accurately set out and describe
the financial condition and operating results of the Company as of
the dates, and for the periods, indicated therein.
3.6 Absence of Changes. Since June 30, 2001, as reported in
CVRG's quarterly reports and the year end report for December 31,
2000 except for direct expenses incurred by CVRG in connection with
this Agreement and the transactions contemplated hereby, and except
for changes in the ordinary course of business which have not in the
aggregate been materially adverse, to the best of CVRG's knowledge,
CVRG has not experienced or suffered any material adverse change in
its condition (financial or otherwise), results of operations,
properties, business or prospects or waived or surrendered any claim
or right of material value.
3.7 Absence of Undisclosed Liabilities. Except for direct
expenses incurred by CVRG in connection with this Agreement and the
transactions contemplated hereby, neither CVRG nor any of its
properties or assets are subject to any liabilities or obligations
of any nature, whether absolute, accrued, contingent or otherwise
and whether due or to become due, that are not reflected in the
financial statements presented to TeleWrx.
3.8 Tax Returns. Within the times and in the manner
prescribed by law, CVRG has filed all federal, state and local tax
returns required by law or has timely filed extensions and has paid
all taxes, assessments and penalties due and payable.
3.9 Investigation of Financial Condition. Without in any
manner reducing or otherwise mitigating the representations
contained herein, TeleWrx shall have the opportunity to meet with
CVRG's accountants and attorneys to discuss the financial condition
of CVRG. CVRG shall make available to TeleWrx all books and records
of CVRG.
3.10 Trade Names and Rights. CVRG has no trademarks, service
marks, trade names, and copyrights in its business, other than as
set forth in Schedule 3.10.
3.11 Compliance with Laws. To the best of CVRG's knowledge,
CVRG has complied with, and is not in violation of, applicable
federal, state or local statutes, laws and regulations (including,
without limitation, any applicable building, zoning, or other law,
ordinance, or regulation) affecting its properties or the operation
of its business or with which it is otherwise required to comply.
3.12 Litigation. CVRG is not a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or
governmental investigation pending or, to the best knowledge of
CVRG, threatened against or affecting CVRG or its business, assets,
or financial condition other than as disclosed in its SEC filings.
CVRG is not in default with respect to any order, writ, injunction,
or decree of any federal, state, local, or foreign court, department
agency, or instrumentality. CVRG is not engaged in any legal action
to recover moneys due to it.
3.13 Trading Status. CVRG's Common Stock is currently listed
for trading on the Over-the-Counter Bulletin Board, under the symbol
"CVRG", and CVRG is not aware of steps being taken by the NASD to
cause the Common Stock to be delisted.
3.14 No Pending Investigation. CVRG is not aware of any
pending investigations or legal proceedings by the SEC, any state
securities regulatory agency, or any other governmental agency
regarding CVRG or any officers or directors of CVRG.
3.15 Authority. CVRG has full corporate power and authority to
enter into this Agreement and to consummate the transactions
contemplated by this Agreement. The Existing Directors have taken
all action required to authorize the execution and delivery of this
Agreement by or on behalf of CVRG, the performance of the
obligations of CVRG under this Agreement and the consummation by
CVRG of the transactions contemplated under this Agreement. Other
than any required filings with the Securities and Exchange
Commission (the "SEC"), no other corporate proceedings on the part
of CVRG are necessary to authorize the execution and delivery of
this Agreement by CVRG and the performance of its obligations under
this Agreement. This Agreement is and will be, when executed and
delivered by CVRG, a valid and binding agreement of CVRG,
enforceable against CVRG in accordance with its terms, except as
such enforceability may be limited by general principles of equity,
bankruptcy, insolvency, moratorium and similar laws relating to
creditors rights generally.
3.16 Ability to Carry Out Obligations. Neither the execution
and delivery of this Agreement, the performance by CVRG of its
obligations under this Agreement, nor the consummation of the
transactions contemplated under this Agreement will: (a) violate
any provision of CVRG's articles of incorporation or bylaws; (b)
with or without the giving of notice or the passage of time, or
both, violate, or be in conflict with, or constitute a default
under, or cause or permit the termination or the acceleration of the
maturity of, any debt, contract, agreement or obligation of CVRG, or
require the payment of any prepayment or other penalties; (c)
require notice to, or the consent of, any party to any agreement or
commitment, lease or license, to which CVRG is bound; (d) result in
the creation or imposition of any security interest, lien or other
encumbrance upon any property or assets of CVRG; or (e) to best of
CVRG's knowledge violate any statute or law or any judgment, decree,
order, regulation or rule of any court or governmental authority to
which CVRG is bound or subject.
3.17 Validity of CVRG Shares. The CVRG Shares to be delivered
pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly
issued, fully paid and nonassessable.
3.18 Full Disclosure. None of the representations and
warranties made by CVRG herein, or in any exhibit, certificate or
memorandum furnished or to be furnished by CVRG, or on its behalf,
contains or will contain any untrue statement of material fact, or
omit any material fact the omission of which would be misleading.
3.19 Assets. CVRG has good and marketable title to all of its
tangible properties and such tangible properties are not subject to
any liens or encumbrances.
3.20 Material Contracts and Obligations. Attached hereto on
Schedule 3.20 is a list of all agreements, contracts, indebtedness,
liabilities and other obligations to which CVRG is a party or by
which it is bound that are material to the conduct and operations of
its business and properties, which provide for payments to or by
CVRG in excess of $500.00; or which involve transactions or proposed
transactions between CVRG and its officers, directors, affiliates or
any affiliate thereof. Copies of such agreements and contracts and
documentation evidencing such liabilities and other obligations have
been made available for inspection by TeleWrx and its counsel. All
of such agreements and contracts are valid, binding and in full
force and effect in all material respects, assuming due execution by
the other parties to such agreements and contracts.
3.21 Consents and Approvals. Other than as set forth in
paragraph 3.15 , no consent, approval or authorization of, or
declaration, filing or registration with, any governmental or
regulatory authority is required to be made or obtained by CVRG in
connection with: (a) the execution and delivery by CVRG of its
obligations under this Agreement; (b) the performance by CVRG of its
obligations under this Agreement; or (c) the consummation by CVRG of
the transactions contemplated by this Agreement.
3.22 Real Property. CVRG does not own, use or claim any
interest in any real property, including without limitation any
license, leasehold or any similar interest in real property.
3.23 CVRG Shares Outstanding. Prior to the issuance of the
CVRG Shares, CVRG shall have no more than 8,010,430 shares issued
and outstanding and no options to purchase shares of CVRG common
stock or warrants to purchase shares of CVRG common stock shall be
issued or outstanding.
4. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS. Each
Shareholder represents and warrants to CVRG that:
4.1 Organization of Certain Shareholders. If the Shareholder
is a corporation or other entity, the Shareholder is duly organized,
validly existing, and in good standing under the laws of the
jurisdiction of its organization.
4.2 Authorization of Transaction. Each Shareholder has full
power and authority (including, if the Shareholder is a corporation
or other organization, full organizational power and authority) to
execute and deliver this Agreement and to perform the obligations of
Shareholder hereunder. This Agreement constitutes the valid and
legally binding obligation of the Shareholder, enforceable in
accordance with its terms and conditions. The Shareholder need not
give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or
governmental agency in order to consummate the exchange transaction
contemplated by this Agreement.
4.3 Noncontravention. Neither the execution and the delivery
of this Agreement, nor the consummation of the exchange transaction
contemplated hereby, will violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling,
charge, or other restriction of any government, governmental agency,
or court to which any Shareholder is subject or, if a Shareholder is
an entity, any provision of its organizational documents, or
conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice
under any agreement, contract, lease, license, instrument, or other
arrangement to which the Shareholder is a party or by which any
Shareholder is bound or to which any of the assets of such
Shareholder is subject.
4.4 Brokers' Fees. No Shareholder has any liability or
obligation to pay any fees or commissions to any broker, finder, or
agent with respect to the exchange transaction contemplated by this
Agreement for which CVRG or TeleWrx could become liable or obligated.
4.5 Investment. Each Shareholder:
4.5.1 understands that the CVRG Shares have not been,
and will not be, registered under the Securities Act, or under any
state securities laws, and are being offered and sold in reliance
upon federal and state exemptions for transactions not involving any
public offering, which depends upon, among other things, the
accuracy of the required representations and warranties of
Shareholders;
4.5.2 understands that there shall be imprinted on the
face of each certificate representing the CVRG Shares acquired by
Shareholders the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT").
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT WITH RESPECT TO SUCH SECURITIES, OR AN OPINION OF THE
ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED UNDER THE ACT.
4.5.3 understands that the CVRG Shares must be held
indefinitely unless subsequently registered under the Act or an
exemption from such registration is available, and Shareholders
acknowledge that CVRG shall have no obligation whatsoever to
register the CVRG Shares under that Act;
4.5.4 understands the provisions of Rule 144 (the
"Rule") promulgated under the Act permit limited resale of
securities purchased in a private transaction, subject to the
satisfaction of certain conditions as set forth in the Rule;
4.5.5 is acquiring the CVRG Shares solely for the
account of such Shareholder for investment purposes, and not with a
view to the distribution thereof;
4.5.6 is an accredited investor with knowledge and
experience in business and financial matters;
4.5.7 has had the opportunity to obtain such
information as such Shareholder desired in order to evaluate the
merits and the risks inherent in acquiring and holding the CVRG
Shares;
4.5.8 is able to bear the economic risk and lack of
liquidity inherent in holding the CVRG; and
4.5.9 is familiar with the requirements required to be
designated as an Accredited Investor, and is such an Accredited
Investor.
4.6 Information. Shareholders understand that Shareholders are
acquiring the CVRG Shares without being furnished any offering
literature or prospectus. THE SHAREHOLDERS ACKNOWLEDGE THAT
SHAREHOLDERS HAVE OBTAINED SUCH INFORMATION OR DATA AS SHAREHOLDERS
MAY DEEM APPROPRIATE IN ORDER TO PROVIDE THE SHAREHOLDERS WITH THE
BASIS OF MAKING AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE
ACQUISITION OF THE CVRG SHARES. The Shareholders have been given
the opportunity to meet with representatives of CVRG and to have
such representatives answer any questions and provide any additional
information regarding the terms and conditions of an investment in
the CVRG Shares as deemed relevant by the Shareholder or as a result
of any independent investigations made by any Shareholder or by any
Shareholder's representative.
4.7 Indemnity. Each Shareholder hereby, severally and not
jointly, covenants and agrees to protect, indemnify and hold the
CVRG and each of its officers, directors and shareholders, harmless
from and against any and all claims, demands, causes of action,
judgments, orders, decrees, damages, liabilities, court or other
costs, attorney fees, reasonable costs of investigation and other
costs and expenses whatsoever (I) arising out of or attributable to
any breach or violation of, or the falsity, inaccuracy or failure
of, any representation, warranty or covenant made by each such
Shareholder, and (ii) arising from or related to the acquisition,
ownership or disposition of the CVRG Shares in violation of any
representation, warranty or covenant made by such Shareholder.
4.8 TeleWrx Shares. Each Shareholder holds of record and owns
beneficially the number of TeleWrx Shares set forth next the name of
such Shareholder on Schedule 4.8, free and clear of any restrictions
on transfer (other than any restrictions under the Securities Act
and state securities laws), taxes, security interests, options,
warrants, purchase rights, contracts, commitments, equities, claims,
and demands. No Shareholder is a party to any option, warrant,
purchase right, or other contract or commitment that could require
the Shareholder to sell, transfer, or otherwise dispose of any
TeleWrx Shares (other than this Agreement). The TeleWrx Shares held
by each such Shareholder represents all of the issued and
outstanding capital stock of TeleWrx owned by such Shareholder.
5. COVENANTS.
5.1 Investigative Rights. From the date of this Agreement
until the Closing Date, each of CVRG and TeleWrx shall provide to
the other, and such party's counsels, accountants, auditors, and
other authorized representatives, full access during normal business
hours and upon reasonable advance written notice to all of each such
party's properties, books, contracts, commitments, and records for
the purpose of examining the same. Each such party shall furnish
the other party with all information concerning each such party's
affairs as each such other party may reasonably request. If the
transaction contemplated hereby is not completed, all documents
received by each such party and/or its attorneys and accountants,
auditors or other authorized representatives shall be returned to
the party who provided same upon request. Each of CVRG, TeleWrx and
the Shareholders and their respective directors, employees, agents
and representatives shall not disclose any of the information
described above unless such information is already disclosed to the
public, without the prior written consent of the party to which the
confidential information pertains. Each of CVRG, TeleWrx and the
Shareholders shall take such steps as are necessary to prevent
disclosure of such information to unauthorized third parties.
5.2 Conduct of Business. Prior to the Closing, CVRG and
TeleWrx shall each conduct its business in the normal course, and
shall not sell, pledge, or assign any assets, without the prior
written approval of CVRG or TeleWrx, as the case may be, except in
the regular course of business or as contemplated in previously
disclosed contractual obligations. Neither CVRG nor TeleWrx shall
amend its Articles of Incorporation or Bylaws, declare dividends,
redeem or sell stock or other securities, incur additional or
newly-funded liabilities, acquire fixed assets, change employment
terms, enter into any material or long-term contract, guarantee
obligations of any third party, settle or discharge any balance
sheet receivable for less than its stated amount, pay more on any
liability than its stated amount, or enter into any other
transaction other than in the regular course of business except as
otherwise contemplated herein.
5.3 Prohibition on Share Combinations. CVRG shall not, for a
period of eight (8) months following the Closing, undertake any
corporate action that would result in a combination of the
outstanding common stock of CVRG.
6. CONDITIONS PRECEDENT TO CVRG'S PERFORMANCE.
6.1 Conditions. CVRG's obligations hereunder shall be subject
to the satisfaction, at or before the Closing, of all the conditions
set forth in this Paragraph 6. CVRG may waive any or all of these
conditions in whole or in part without prior notice; provided,
however, that no such waiver of a condition shall constitute a
waiver by CVRG of any other condition of or any of CVRG's rights or
remedies, at law or in equity, if TeleWrx shall be in default of any
of its representations, warranties, or covenants under this Agreement.
6.2 Accuracy of Representations. Except as otherwise
permitted by this Agreement, all representations and warranties by
TeleWrx in this Agreement or in any written statement that shall be
delivered to CVRG by TeleWrx under this Agreement shall be true and
accurate on and as of the Closing Date as though made at that time.
6.3 Performance. TeleWrx shall have performed, satisfied, and
complied with all covenants, agreements, and conditions required by
this Agreement to be performed or complied with by it, on or before
the Closing Date.
6.4 Absence of Litigation. No action, suit, or proceeding
before any court or any governmental body or authority, pertaining
to the transaction contemplated by this Agreement or to its
consummation, shall have been instituted or threatened against
TeleWrx on or before the Closing Date.
6.5 Officer's Certificate. TeleWrx shall have delivered to
CVRG a certificate (the "TeleWrx Certificate"), dated the Closing
Date, and signed by the Chief Executive Officer of TeleWrx,
certifying that each of the conditions specified in subparagraphs
6.2 through 6.4 hereof have been fulfilled.
7. CONDITIONS PRECEDENT TO TELEWRX'S PERFORMANCE.
7.1 Conditions. The obligations of TeleWrx hereunder shall be
subject to the satisfaction, at or before the Closing, of all the
conditions set forth in this Paragraph 7. TeleWrx may waive any or
all of these conditions in whole or in part without prior notice;
provided, however, that no such waiver of a condition shall
constitute a waiver by TeleWrx of any other condition of or any of
TeleWrx's other rights or remedies, at law or in equity, if CVRG
shall be in default of any of their representations, warranties, or
covenants under this Agreement.
7.2 Accuracy of Representations. Except as otherwise
permitted by this Agreement, all representations and warranties by
CVRG in this Agreement or in any written statement that shall be
delivered to TeleWrx by CVRG under this Agreement shall be true and
accurate on and as of the Closing Date as though made at that time.
7.3 Performance. CVRG shall have performed, satisfied, and
complied with all covenants, agreements, and conditions required by
this Agreement to be performed or complied with by them, on or
before the Closing Date.
7.4 Absence of Litigation. No action, suit or proceeding
before any court or any governmental body or authority, pertaining
to the transaction contemplated by this Agreement or to its
consummation, shall have been instituted or threatened against CVRG
on or before the Closing Date.
7.5 Directors of CVRG. Effective on the Closing, CVRG shall
have fixed the size of its board of directors (the "CVRG Board") at
three (3) members. On and as of the Closing, the current directors
of CVRG (the "Existing Directors") shall elect a new slate of
directors as designated by TeleWrx (the "Replacement Directors") and
simultaneously therewith the Existing Directors, along with the
existing officers of CVRG will submit their resignations as the
officers and directors of CVRG.
7.6 Officers of CVRG. Effective on the Closing, the
Replacement Directors shall have appointed new officers of CVRG.
7.7 No Outstanding Debt. Prior to or concurrent with the
Closing, all outstanding liabilities and obligations of CVRG shall
have been paid or settled, including all costs related to this
transaction except as outlined in Schedule 7.7.
7.8 Officer Certificate. CVRG shall have delivered to TeleWrx
a certificate (the "CVRG Certificate"), dated the Closing Date and
signed by the President of CVRG certifying that each of the
conditions specified in subparagraphs 7.2 through 7.7 have been
fulfilled.
8. CLOSING
8.1 Closing. The Closing of this transaction shall be held at
the offices of XXXXXX & XXX, LLP, located at 00000 Xxxx Xxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000, or such other place as shall be
mutually agreed upon by CVRG and the Shareholders, on such date as
shall be mutually agreed upon by the Parties, but in no event shall
the Closing be later than March 31, 2002. At the Closing:
8.1.1 Each Shareholder shall deliver the certificates
representing the TeleWrx Shares to CVRG.
8.1.2 Each Shareholder shall receive a certificate or
certificates representing the number of CVRG Shares for which the
TeleWrx Shares shall have been exchanged, or in lieu thereof, each
Shareholder shall receive a copy of the irrevocable instruction to
transfer agent (the "Transfer Agent Instruction") executed by the
president of CVRG, authorizing the transfer agent to issue the CVRG
Shares to the Shareholders.
8.1.3 CVRG shall deliver the CVRG Certificate to the
Shareholders.
8.1.4 CVRG shall deliver a signed consent and/or
minutes of the Existing Directors of CVRG approving this Agreement
and each matter to be approved by the Existing Directors of CVRG
under this Agreement.
8.1.5 TeleWrx shall deliver the TeleWrx Certificate to
CVRG.
8.1.6 CVRG shall deliver documents transferring the
signatures and powers on all corporate and subsidiary bank accounts,
brokerage accounts, and other depositories of any kind.
9. MISCELLANEOUS
9.1 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.
9.2 No Oral Change. This Agreement and any provision hereof,
may not be waived, changed, modified, or discharged orally, but it
can be changed by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, or
discharge is sought.
9.3 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.
9.4 Time of Essence. Time is of the essence of this Agreement
and of each and every provision hereof. In the event the Closing
does not take place on or before January 31, 2002, Shareholders
shall have the right to terminate this Agreement and shall have no
further obligation hereunder. Notwithstanding the foregoing the
Closing may be extended at the sole discretion of TeleWrx for a
period not to exceed thirty (30) days.
9.5 Entire Agreement. This Agreement contains the entire
Agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings.
9.6 Choice of Law. This Agreement and its application shall
be governed by the laws of the State of Florida, except to the
extent its conflict of laws provisions would apply the laws of
another jurisdiction.
9.7 Notices. All notices, requests, demands, and other
communications under 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 notice is to be given, on the day
following depositing any notice with a recognized courier service
for delivery or on 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 addressed as follows:
If to CVRG: Converge Global, Inc.
Xxxxx Xxxxxx , President, CEO and sole
Director
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
With a copy to: Xxxxxx & Yap, LLP,
Attn: Xxxxx Xxxxxx, Esq.
00000 Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
If to TeleWrx: TeleWrx, Inc.
Xxxxxxx Xxxxx, President, CEO and Director
00000 Xxxxxx Xxxxx Xxx
Xxxx Xxxxx, XX 00000
With a copy to: Xxxxxx X. Xxxxxxx, P.A.
Attn: Xxxxxx X. Xxxxxxx, Esq.
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
9.8 Binding Effect. This Agreement shall inure to and be
binding upon the heirs, executors, personal representatives,
successors and assigns of each of the parties to this Agreement.
9.9 Mutual Cooperation. The parties hereto shall cooperate
with each other to achieve the purpose of this Agreement, and shall
execute such other and further documents and take such other and
further actions as may be necessary or convenient to effect the
transaction described herein.
9.10 Announcements. CVRG and TeleWrx will consult and
cooperate with each other as to the timing and content of any
announcements of the transactions contemplated hereby to the general
public or to employees, customers or suppliers.
9.11 Schedules. As of the execution hereof, the parties hereto
have provided each other with the Schedules provided for herein
above, including any items referenced therein or required to be
attached thereto. Any material changes to the Schedules shall be
immediately disclosed to the other party.
9.12 Use of 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.
9.13 Jurisdiction. The parties hereto agree that this
Agreement shall be construed in accordance with the laws of the
State of Florida without giving effect to its principles of
conflicts of laws. The parties irrevocably consent to the
jurisdiction of the courts of the state of Florida, county of Palm
Beach for resolution of any and all claims and disputes arising out
of this Agreement.
9.14 Facsimile Signatures. The parties hereto agree that this
Agreement may be executed by facsimile signatures and such
signatures shall be deemed originals. The parties further agree
that within ten days following the execution of this Agreement, they
shall exchange original signature pages.
(Signatures Appear on Counterpart Signature Pages)
COUNTERPART SIGNATURE PAGE
THIS AGREEMENT IS AGREED TO AND ACCEPTED as of the date first
above written.
CONVERGE GLOBAL, INC.
By: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx , President, CEO and
sole Director
TELEWRX, INC.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, President, CEO
and Director
SHAREHOLDERS:
_______________________________
(Print Name): _________________
