EXHIBIT 6
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, AN DARE "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 1933
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
ISSUER.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
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THIS AGREEMENT is made and entered into this 8 day of April 2003, by
and between E-HOBBY NETWORK, INC., a Florida corporation (the "ISSUER"), and
RENT GARD, INC., a Florida corporation and its shareholders.("RG).
In consideration of the mutual promises, covenants, representations and
warranties contained herein, and other good and valuable consideration, each of
the parties hereto agrees as follows:
1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of this
Agreement, the ISSUER agrees to issue to the shareholders of RG, 60,000,000
shares of ISSUER's preferred stock, no par value, such that RG shall become a
wholly-owned subsidiary of Issuer. In addition, Xxxxx Xxxxxx shall transfer
18,000,000 of her shares of ISSUER to ISSUER, and ISSUER shall cancel all of
such shares.
2. REPRESENTATIONS AND WARRANTIES OF ISSUER. ISSUER represents and
warrants to RG the following:
(a) ORGANIZATION. ISSUER is a corporation duly organized,
validly existing,,and in good standing under the laws of Florida, 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, officers and shareholders of ISSUER have
been valid and in accordance with the laws of the State of Florida.
(b) CAPITAL. The authorized capital stock of ISSUER (consists
of 100,000,000 shares of common stock, no par value and 100,000,000 shares of
preferred stock, no par value. Prior to the issuance of shares hereunder, and
without giving effect to the cancellation of Xxxxx Xxxxxx'x shares, there are be
22,076,200 shares of common stock issued and outstanding and no shares of
preferred stock issued and outstanding. At closing, all such outstanding shares
shall be fully paid and non-assessable, free of all liens, encumbrances,
options, restrictions and legal or equitable rights of others not a party to
this Agreement. At closing, there will be no outstanding subscriptions, options,
rights, warrants, convertible securities, or other agreements or commitments
obligating ISSUER to issue or to transfer from treasury any additional shares of
its capital stock. None of the outstanding shares of ISSUER are subject to any
stock restriction agreements. All of the shareholders of ISSUER have valid title
to such shares and acquired their shares in a lawful transaction and in
accordance with the laws of the State of Florida.
(c) OTC BULLETIN BOARD. The Company is a reporting company,
and is current in all its filings with the Securities and Exchange Commission.
The Company is currently listed for trading on the OTC Bulletin Board with the
following trading symbol: EHBY.
(d) FINANCIAL STATEMENTS. The audited financial statements of
the ISSUER as of December 31, 2002, and the related statements of income and
retained earnings for the period then ended have been prepared in accordance
with generally accepted accounting principles consistently followed by ISSUER
throughout the periods indicates, and fairly present the financial position of
ISSUER as of the date of the financial statements. Since the date of the
financial statements, there has not been any material change in the financial
condition or operations of ISSUER, except changes in the ordinary course of
business, which changes have not in the aggregate had a materially adverse
effect upon ISSUER or its financial condition.
(e) 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,
or conflict with or result in (a) any breach or violation or any of the
provisions of or constitute a default under any license, indenture, mortgage,
charter, instrument, articles of incorporation, bylaw, or other agreement or
instrument to which ISSUER or its shareholders are a party, or by which they may
ber bound, not will any consents or authorizationa 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 acquired by the shareholders of RG.
(f) FULL DISCLOSURE. None of representations and warranties
made by the ISSUER, or in any certificate of memorandum furnished or to be
furnished by the ISSUER, contains or will contain any untrue statement of a
material fact, or omit any material fact the omission of which would be
misleading under the circumstances by which it was made.
(g) 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.
(h) COMPLIANCE WITH LAWS. To the best of its knowledge, ISSUER
has substantially complied with, and is not in material violation of any
federal, state, or local stature, law, rule and/or regulation.
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(i) LITIGATION. ISSUER is not (and had not been) a party to
any suit, action, arbitration, or legal, administrative, or other proceeding, or
pending government investigation. To the best knowledge of ISSUER, there is no
basis for anysuch action or proceeding and no such action or proceeding is
threatened against ISSUER. 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.
(j) CONDUCT OF BUSINESS. Prior to the closing, ISSUER shall
conduct its business in the normal courser, and shall not (i) sell, pledge, or
assign any assets (ii) amend its Articles of Incorporation or Bylaws, (iii)
declare dividends, redeem or sell stock or other securities, (iv) incur any
liabilities, (v) acquire or dispose of any assets, enter into any contract,
guarantee obligations of any third party, or (vi) enter into any other
transaction.
(k) CORPORATE DOCUMENTS. Copies of each of the following
documents of ISSUER, which are true complete and correct in all material
respects, have been or will be delivered to RG at or prior to closing:
Articles of Incorporation;
Bylaws;
Minutes of Shareholders Meetings; and
Minutes of Directors Meetings.
(l) VALIDITY OF DOCUMENTS. All minutes, consents or other
documents pertaining to ISSUER to be delivered at or prior to closing shall be
valid and in accordance with the laws of the State of Florida.
(m) TITLE TO SHARES. 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 and, except as provided in this Agreement, ISSUER is not a perty
to any agreement which offers or grants to any person the right to purchase or
acquire any securities of ISSUER. 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. REPRESENTATIONS AND WARRANTIES OF RG. RG represents and warrants to
ISSUER the following:
(a) ORGANIZATION. RG is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Florida and had
all the 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.
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(b) ABILITY TO ENTER INTO AGREEMENT AND CARRY OUT OBLIGATIONS.
RG has the right, poser, and authority to enter into and perform its obligations
under this Agreement.
4. INVESTMENT INTENT. Each of the shareholders of RG is acquiring the
shares of ISSUER to be issued pursuant to this Agreement for its or his own
account for the purpose of investment and not with the expectation, desire, or
need for resale and not with the view toward distribution, resale, subdivision,
or fractionalization of the shares to be acquired by it or him hereunder.
5. DOCUMENTS TO BE DELIVERED AT CLOSING.
(A) BY ISSUER:
(i) Board of Directors Minutes authorizing the
issuance of a certificate or certificates for the issuance of 60,000,000
preferred shares issued pursuant to this Agreement as follows:
Name Number of Preferred Shares
Xxxxxxx Xxxxxx 1,200,000
Xxxxxx Xxxxxx 1,200,000
Canadian Intermediaries Limited 7,200,000
Xxxxxxx Xxxxxx 4,800,000
Xxxx Xxxxxxx 4,800,000
Tapawingo, LP 1,600,000
Xxxxx Xxxxxx 1,600,000
Sandhurst Holdings, Inc. 1,600,000
Xxxxxx Xxxxxxxx 21,000,000
Xxxx Xxxxx 15,000,000
(ii) The resignation of the current officers and
directors of ISSUER.
(iii) A Board of Directors resolution appointing the
following new officers and directors of ISSUER:
Xxxxxxx Xxxxxx Director
Xxxxxx Xxxxxxxx Director/President
Xxxx Xxxxxxx Director/COO
Xxxxxxx Xxxxxxxx Director/CEO
Xxxx Xxxxx Director/Secretary
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(iv) 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
meetings, financial statements, shareholder listings, stock transfer records,
agreements and contracts.
(b) BY RG:
(i) Delivery to ISSUER or to its Transfer Agent, of
certificates representing 100% of the issued and outstanding common stock of RG.
6. MISCELLANEOUS PROVISIONS.
(a) EXPENSES. Each party shall bear all the legal, accounting
and other costs and expenses incurred by it in connection with the negotiation,
preparation, execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby.
(b) FURTHER ASSURANCES. From and after the date of this
Agreement, each of the parties shall cooperate with one another, shall do and
perform such actions and things, and shall execute and deliver such documents
and instruments, as may be reasonable and necessary to effectuate the purposes
and intents of this Agreement.
(c) GOVERNING LAW. This Agreement shall be governed by, and
shall be construed and interpreted in accordance with, the laws of the State of
Xxxxxxx without regard to conflict or choice of law principles. Jurisdiction and
venue for any action and/or proceeding relating to or arising out of this
Agreement shall be brought solely in the federal and/or state courts located in
Miami-Dade County, Florida. The prevailing party in any such action and/or
proceeding shall be entitled to recover its reasonable attorney's fees and costs
from the other party.
(d) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and arrangements,
both oral and written, between the parites with respect to such subject matter.
This Agreement may not be amended or modified in any manner, except by a written
instrument executed by each of the parties hereto.
(e) BENEFITS: BINDING EFFECT. This Agreement shall be for the
benefit of, and shall be binding upon, the parties and their respective
successors and assigns.
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(f) NO WAIVERS. The waiver by either party of a breach or
violation of any provision of this Agreement by the other party shall not
operate not be construed as a waiver of any subsequent breach or violation. The
waiver by either party to exercise any right or remedy it may possess shall not
operate not be construed as a bar to the exercise of such right or remedy by
such party upon the occurrence of any subsequent breach or violation.
(g) HEADINGS. The headings contained in this Agreement are
fore reference purposes only and shall not affect in any way the meaning or
interpretation of any or all of the provisions hereof.
(h) COUNTERPARTS; TELECOPIER. This Agreement may be executed
in any number of counterparts and by the separate parties in separate
counterparts, and via telecopier, each of which shall be deemed to constitute an
original and all of which shall be deemed to constitute the one and the same
instrument.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered
this Agreement on the date first written above.
E-HOBBY NETWORK, INC. RENT GARD CORP.
By: By: /s/ Xxxx Xxxxx
-------------------------- ------------------------
Xxxxx Xxxxxx, President Xxxx Xxxxx, President
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SIGNATURE PAGE FOR THE
SHAREHOLDERS OF RENT GARD CORP.
/s/ [ILLEGIBLE]
-------------------------- --------------------------
Xxxxxxx Xxxxxx Canadian Intermediaries Limited
/s/ Xxxx Xxxxxxx
-------------------------- --------------------------
Xxxxxx Xxxxxx Xxxx Xxxxxxx
/s/ /s/ Xxxxx Xxxxxx
-------------------------- ---------------------------
Tapawingo, LP Xxxxx Xxxxxx
/s/ [ILLEGIBLE]
---------------------------
Sandhurst Holdings, Inc.
/s/ Xxxxxx Xxxxxxxx /s/ Xxxx Xxxxx
--------------------------- ---------------------------
Xxxxxx Xxxxxxxx Xxxx Xxxxx
---------------------------
Xxxxxxx Xxxxxx
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SIGNATURE PAGE FOR THE
SHAREHOLDERS OF RENT GARD CORP.
/s/ Xxxxxx Xxxxxx
--------------------------- -------------------------------
Xxxxxx Xxxxxx Canadian Intermediaries Limited
/s/ Xxxxxxx Xxxxxx
--------------------------- -------------------------------
Xxxxxxx Xxxxxx Xxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxx
--------------------------- -------------------------------
Xxxxxxx Xxxxxx Xxxxx Xxxxxx
--------------------------- -------------------------------
Sandhurst Holdings, Inc.
--------------------------- -------------------------------
Xxxxxx Xxxxxxxx Xxxx Xxxxx
--------------------------- -------------------------------
Tapawingo, LP First Property Holdings Ltd.
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