Exhibit 2.13
STOCK EXCHANGE AGREEMENT
This Agreement is made effective as of October 1, 2000, by and among the
shareholders of Venco Compliance, Inc., a Texas corporation, who own all of the
outstanding shares of stock of Venco Compliance, Inc. (collectively referred to
in this Agreement as ASellers@), and INTERNET LAW LIBRARY, INC., a Delaware
corporation, ("Buyer").
Recitals
Sellers own all the stock of Venco Compliance, Inc. (AVenco@), a
corporation that is in the business of compliance and safety information; and
Buyer desires to acquire from the selling shareholders (Sellers) all the
stock of Sellers in Venco, and Sellers desire to sell all of their stock in
Venco to Buyer;
NOW, THEREFORE, in consideration of mutual covenants contained in this
agreement and other good and valuable consideration, which is acknowledged to be
sufficient, the parties agree as follows:
Terms of Agreement
SECTION 1. STOCK EXCHANGED. Sellers agree to transfer to Buyer, and Buyer agrees
to accept from Sellers, on the terms and conditions set forth in this Agreement,
all of their stock, of all classes and categories, in Venco Compliance, Inc.
SECTION 2. LIABILITIES NOT ASSUMED. Except for accounting liabilities already
disclosed to Buyer in its due diligence, Sellers are not aware of any contingent
or other liabilities of Venco Compliance, Inc., other than those duly reported
on its books and records. Buyer specifically does not assume any liabilities
that do not appear on the books and records of Venco Compliance, Inc., or any
other liabilities of Venco Compliance, Inc..
SECTION 3. PAYMENT FOR STOCK.
3.1 The consideration for this transaction is the exchange of stock.
Sellers will receive and agree to accept at closing a total of 100,000 duly
issued shares of Buyer's common stock, restricted under Rule 144 of the
Securities and Exchange Commission; likewise, Buyer will receive and agrees to
accept all the shares of Venco Compliance, Inc., owned by Sellers.
3.2 In addition to the 100,000 shares payable at closing referred to in
paragraph 3.1 above, the following payments of shares of common stock,
restricted under Rule 144 of the Securities and Exchange Commission, will be
paid to Sellers by Buyer or its successor in the following amounts on the
following dates, provided the Consulting Agreement with Xxxxxxx X. Xxxx, d/b/a
First Choice Consulting, is in full force and effect on those dates:
15,000 shares on October 1, 2001
15,000 shares on October 1, 2002
20,000 shares on October 1, 2003.
If the Consulting Agreement is not in full force and effect on any of the above
future payment dates, the shares will not be payable and any shares not paid
under this paragraph will not be paid.
3.3 In exchange for all of their shares of Venco Compliance, Inc., Sellers
agree to accept shares of common stock of Buyer, which shares will be restricted
under Section 144 of the Securities and Exchange Commission Rules. The total of
100,000 shares of Buyer's common stock referred to in paragraph 3.1 above, and
the total of 50,000 shares of Buyer's common stock referred to in paragraph 3.2
above, are to be restricted under Section 144 of the Securities and Exchange
Commission.
3.4 Buyer agrees to deliver or cause to be delivered to Sellers the stock
certificates in the amounts set forth above in paragraph 3.1 at Closing or as
soon after Closing as is reasonably possible, and to deliver the stock
certificates in the amounts set forth in paragraph 3.2 as soon as reasonably
possible after each date stated.
SECTION 4. SELLERS' REPRESENTATIONS AND WARRANTIES. Sellers represent and
warrant to Buyer that they have all requisite authority to enter into and
perform the obligations under this Agreement; that none of the stock sold under
this Agreement is pledged, mortgaged, or otherwise encumbered; and that the
books and records of Venco Compliance, Inc., which have been examined by Buyer,
correctly represent the financial condition of Venco Compliance, Inc., as of
July 31, 2000. The stock exchanged in this Agreement is predicated upon these
representations.
SECTION 5. REPRESENTATIONS OF BUYER. Buyer represents and warrants that it is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware. Buyer has all requisite corporate power and
authority to enter into and perform its obligations under this Agreement; the
books and records of Buyer correctly represent the financial condition of the
company as of June 30, 2000. The stock exchanged by this Agreement is predicated
upon these representations.
SECTION 6. COVENANTS OF THE PARTIES. Sellers and Buyer agree that between the
date of this Agreement and Closing, the parties will not do anything to cause
any dilution or encumbrance of any type with respect to its stock sold under
this Agreement. Buyer will use its best efforts to effect the transaction
described in this Agreement and to fulfill all conditions of Buyer's obligations
under this Agreement.
SECTION 7. CONFIDENTIAL INFORMATION. If for any reason this purchase and sale of
stock is not closed, Buyer will not disclose to third parties any confidential
information received from Sellers, and Sellers will not disclose to third
parties any confidential information received from Buyer in the course of
investigating, negotiating, and performing the transactions contemplated by this
Agreement.
SECTION 8. FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER
8.1 All representations and warranties made in this Agreement by Sellers
and Buyer shall be true as of Closing as fully as those such representations and
warranties had been made on or as of Closing, and, as of Closing, Sellers and
Buyer shall not have violated or failed to perform in accordance with any
covenant contained in this Agreement.
8.2 At Closing, no suit, action, or other proceeding shall have been
threatened or instituted to restrain, enjoin, or otherwise prevent the
consummation of this Agreement or the contemplated transactions.
SECTION 9. BUYER'S ACCEPTANCE. Buyer represents and acknowledges that it has
entered into this Agreement on the basis of its own examination, personal
knowledge, and opinion as to the value of the assets and business of Seller.
SECTION 10. SURVIVAL. All representations and warranties made in this Agreement
shall survive the Closing of this Agreement.
SECTION 11. CLOSING. This Agreement will be closed at 0000 Xxxxxxxx Xxxx,
Xxxxxxx, Xxxxx 00000-0000, on October 1, 2000, or such other time as the parties
may agree in writing. If Closing has not occurred on or before October 1, 2000,
then either party may elect to terminate this agreement. If, however, Closing
has not occurred because of a breach of contract by one or more of the parties,
the breaching party or parties shall remain liable for breach of contract.
SECTION 12. TERMINATION OF AGREEMENT. This Agreement may be terminated by mutual
written consent of Buyer and Sellers.
SECTION 13. MISCELLANEOUS
13.1 The provision of this Agreement shall be binding upon and inure to the
benefit of the heirs, personal representatives, successors, and assigns of the
parties.
13.2 Any notice or other communication required or permitted to be given
under this Agreement shall be in writing and shall be mailed by certified mail,
return receipt requested, postage prepaid, or by commercial carrier, addressed
to the parties as follows:
SELLERS: Shareholders of Venco Compliance, BUYER: Internet Law Library, Inc.
Inc., c/o Xxxxxx X. Xxxx and Hunter M. A. Xxxx, CEO
Xxxxxxx X. Xxxx 0000 Xxxxxxxx Xxxx, Xxx. 000
00000 Xxxxx Xxxxxxx, XX 00000-0000
Xxxxxxx, XX 00000 (000) 000-0000; fax (000) 000-0000
(000) 000-0000; fax 000-0000
13.3 This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Texas.
13.4 This Agreement constitutes the entire agreement between the parties
pertaining to its subject matter and it supersedes all prior contemporaneous
agreements, representations, and understandings of the parties. No supplement,
modification, or amendment of this Agreement shall be binding unless executed in
writing by all parties.
DATE: The parties have signed this agreement on September 21, 2000.
SELLERS: BUYER:
/s/ Xxxxxx X. Xxxx INTERNET LAW LIBRARY, INC.
Xxxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxx BY: /s/ Hunter M. A. Xxxx
Xxxxxxx X. Xxxx
Hunter M. A. Xxxx, CEO
STATE OF TEXAS '
COUNTY OF XXXXXX '
PERSONALLY appeared before me, the undersigned authority, Xxxxxx X. Xxxx
and Xxxxxxx X. Xxxx, who acknowledged to me that they are the only stockholders
of Venco Compliance, Inc., a Texas corporation, identified as Sellers in the
foregoing instrument, and who acknowledged that they signed and delivered the
foregoing instrument on the date stated.
GIVEN under my hand and official seal on September 21, 2000.
/s/ Xxxxxx Xxxxx [seal]
NOTARY PUBLIC
MY COMMISSION EXPIRES: March 4, 0000
XXXXX XX XXXXX '
COUNTY OF XXXXXX '
PERSONALLY appeared before me, the undersigned authority, Hunter M. A.
Xxxx, who acknowledged to me that he is CEO of Internet Law Library, Inc., a
Delaware corporation, Buyer in the foregoing instrument, and who acknowledged
that, being authorized to do so, he signed and delivered the foregoing
instrument on the date stated, for and on behalf of said corporation after first
having been so authorized.
GIVEN under my hand and official seal on September 21, 2000.
/s/ Xxxxx Xxx Xxxxxx
NOTARY PUBLIC
[seal]
MY COMMISSION EXPIRES: December 31, 2000
EXHIBIT A
To Stock Exchange Agreement
Shareholders of Venco Compliance, Inc., Who Constitute Sellers in the
Stock Exchange Agreement
Name Number of Shares Held
Xxxxxx X. Xxxx 500
Xxxxxxx X. Xxxx 500
