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EXHIBIT 8.1
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. 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
COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made this 2nd day of April, 1999, by and between SOLUTIONNET
INTERNATIONAL, INC., a Minnesota corporation (hereinafter, called
"SHAREHOLDER"), which SHAREHOLDER own all of the issued and outstanding shares
of SR SINGAPORE PTE, LTD, a Singapore corporation (hereinafter, called "SR
SINGAPORE").
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 SHAREHOLDER, 10,500,000
shares of common stock of the ISSUER, $0.01 par value (hereinafter,
called the "SHARES"), in exchange for 100% of the issued and
outstanding shares of SR SINGAPORE, such that SR SINGAPORE shall become
a wholly owned subsidiary of the ISSUER.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to
SHAREHOLDER the following:
i. Organization. ISSUER is a corporation duly organized, validly
existing, and in good standing under the laws of Minnesota,
and has 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 Minnesota. All actions taken by the
incorporators, directors and shareholders of the ISSUER have
been valid and in accordance with the laws of the State of
Minnesota.
ii. Capital. The authorized capital stock of the ISSUER is
50,000,000 shares of common stock, $0.01 par value, of which
174,999
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are issued and outstanding after the four to one stock split.
All outstanding shares are fully paid and non-assessable, free
of 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
the 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 the 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 Minnesota.
iii. Financial Statement. Exhibit B to this Agreement includes the
balance sheet of the ISSUER as of September 30, 1998, for the
period then ended. The balance sheet has been prepared in
accordance with generally accepted accounting principles
consistently followed by the ISSUER throughout the period
indicated, and fairly present the financial position of the
ISSUER as of the date of the balance sheet, and the results of
its operations for the period indicated.
iv. Absence of Change. Since the date of the balance sheet, there
has not been any change in the financial condition or
operations of the ISSUER, except changes in the ordinary
course of business, which changes have not, in the aggregate,
been materially adverse.
v. 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 ISSUER'S financial statement.
ISSUER is not aware of any pending, threatened or asserted
claims, lawsuits or contingencies involving the ISSUER or its
common stock. There is no dispute of any kind between the
ISSUER and any third party, and no such dispute will exist at
the closing of this Agreement. At the closing, ISSUER will be
free from any and all liabilities, liens, claims and/or
commitments.
vi. Ability to Carry out Obligation. 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 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 the 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) any event that would cause the
ISSUER to be liable to any party, or (c) any event that would
result in the creation or imposition or any lien, charge or
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encumbrance on any assets of the ISSUER or upon the securities
of the ISSUER to be acquired by the SHAREHOLDER.
vii. Full Disclosure. None of the representations and warranties
made by the ISSUER, or any certificate or 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.
viii. Contracts and Leases. ISSUER is not currently carrying on any
business and is not a party to any contract, agreement, or
lease. No persons holds a power of attorney from ISSUER.
ix. Compliance with the Laws. ISSUER has complied with, and is not
in violation of any federal, state or local statue, law,
and/or regulation pertaining to ISSUER. ISSUER has complied
with all federal, and state securities laws in connection with
the issuance, sale and distribution of its securities.
x. 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
of the knowledge of the ISSUER, there is no basis for any such
action or proceeding and no such action or proceeding is
threatened against the 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.
xi. Conduct of Business. Prior to the closing, the ISSUER shall
conduct business in the normal course, and shall not (a) sell,
pledge, or assign any assets, (b) amend its article of
incorporation or By-laws, (c) declare dividends, redeem or
sell stock or other securities, (d) incur any liabilities, (e)
acquire or dispose of any assets, enter into any contract,
guarantee obligations of any third party, or (f) enter into
any other transaction.
xii. Corporate Documents. Copies of each of the following
documents, which are true, complete and correct in all
material respects, will be attached hereto and made an
integral part hereof to this Agreement:
(1) Articles of Incorporation;
(2) By-laws;
(3) Minutes of Shareholders Meetings;
(4) Minutes of Directors Meetings;
(5) List of Officers and Directors;
(6) Balance Sheet as described in Section 2(iii); and
(7) Stock register and stock records of the ISSUER and a
current, accurate list of the ISSUER'S shareholders.
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xiii. Documents. All minutes, consents or other documents pertaining
to the ISSUER to be delivered at the closing shall be valid
and in accordance with the laws of the State of Minnesota.
xiv. Title. The Shares to be issued to the SHAREHOLDER will be, at
the 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 any right to
receive any proxy or similar instrument with respect to such
shares, except as provided for 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 to the SHAREHOLDER. There is no applicable local,
state or federal law, rule or regulation, or decree which
would, as a result of the issuance of the Shares to
SHAREHOLDER, impair, restrict, or delay SHAREHOLDER'S voting
rights with respect to the Shares.
xv. Lock-Up. ISSUER will cause, to the extent requested by any
underwriter, broker-dealer, market maker, or the like, of
securities of ISSUER, the shareholders of ISSUER to agree not
to sell or otherwise transfer of dispose of any or all of the
shares of ISSUER presently outstanding, during any period of
time as so requested. In order to enforce the foregoing
covenant, ISSUER agrees to impose stop-transfer instructions
as to such stock.
xvi. Nasdaq. The common stock of the Issuer will on Closing be
quoted for trading on the Nasdaq Bulletin Board.
3. SHAREHOLDER represents and warrants to the ISSUER the following:
i. Organization. SR SINGAPORE is a corporation, duly organized,
validly existing, and in good standing under the laws of the
Republic of Singapore, and has 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 the
Republic of Singapore. All actions taken by the incorporators,
directors and shareholders of the SR SINGAPORE have been valid
and in accordance with the laws of the Country of Singapore.
ii. Shareholders and Issued Stock. Exhibit A attached hereto and
made an integral part hereof, sets forth the names and
shareholdings of 100% of the SR SINGAPORE.
iii. Counsel. SHAREHOLDER represent and warrant prior to the
Closing, that they are represented by independent counsel or
have had the opportunity to retain independent counsel to
represent them in this transaction.
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3. INVESTMENT INTENT. SHAREHOLDER agree that the Shares being issued
pursuant to this Agreement may be sold, pledged, assigned, hypothecated
or otherwise transferred, with or without consideration (hereinafter
called a "TRANSFER"), only 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. SHAREHOLDER agree prior
to any TRANSFER, to give written notice to the ISSUER expressing
SHAREHOLDER'S desire to effect such TRANSFER and describing the
proposed Transfer.
5. CLOSING. Subject to SHAREHOLDER being satisfied with their due
diligence on the state of affairs of the ISSUER the closing of this
transaction shall take place at the offices of Xxxx Hallitex
Corporation 0000 Xxxxxxxxx Xxx, Xxxxx 000X, Xxxxxx xxx Xxx, XX 00000 or
such other place as the parties hereto may agree in writing, upon
receipt or exchange, as the case may be of the items referenced in
Section 6, below. Unless the closing of this transaction takes place on
or before May 10, 1999, then either party may terminate this Agreement.
6. DOCUMENTATION TO BE DELIVERED AT CLOSING.
i. By the ISSUER
(1) Board of Directors Minutes authorizing the issuance
of a certificate or certificates for 10,500,000
Shares, registered in the names of the SHAREHOLDER.
(2) The resignation of all officers of ISSUER each
acknowledging in writing that his or her resignation
is a free and voluntary act and that he or she has
been paid all compensation and fees and has no
entitlement to any deferred or unpaid salary,
severance pay, compensation, royalties or any other
kind of payment from the ISSUER.
(3) A Board of Directors resolution appointing such
persons as SHAREHOLDER designates as directors of
ISSUER.
(4) The resignation of all directors of ISSUER each
acknowledging in writing that his or her resignation
is a free and voluntary act and that he or she has
been paid all compensation and fees and has no
entitlement to any deferred or unpaid salary,
severance pay, compensation, royalties or any other
kind of payment from the ISSUER.
(5) Balance Sheet of ISSUER, dated September 30, 1998 for
the period then ended.
(6) All the business and corporate records of ISSUER,
including but not limited to, correspondence files,
bank statements, checkbooks, savings account books,
minutes or shareholder and directors meetings,
financial statements, shareholder listings, stock
transfer records, agreements and contracts.
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(7) Such other minutes of ISSUER'S shareholders or
directors as may reasonably be required by
SHAREHOLDER.
(8) Written confirmation in such form as the SHAREHOLDER
may reasonably require of the approval of Nasdaq for
the quotation of the Shares to be issued pursuant to
the Closing.
ii. BY SHAREHOLDER:
(1) Deliver to the ISSUER, or to its Transfer Agent, of
the certificates representing 100% of the issued and
outstanding stock of SR SINGAPORE together with duly
completed and executed transfers in favor of the
ISSUER.
7. REMEDIES.
i. Arbitration. Any controversy or claim arising out of, or
relating to, this Agreement, or the making, performance, or
interpretation thereof, shall be settled by arbitration in Los
Angeles County, California in accordance with the Rules of the
American Arbitration Association then existing, and judgment
on the arbitration award may be entered in any court having
jurisdiction over the subject matter of the controversy.
8. 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. The Agreement and any provision hereof, may
not be waived, changed, modified, or discharged orally, but
only by agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, or discharge
is sought.
iii. 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.
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iv. Non-Merger. The terms and conditions of this Agreement shall
not merge with the issue and allocation of the Shares and be
extinguished but shall remain in full force and effect as
between the parties in so-far as the same is not fulfilled.
v. Stamp Duty. The stamp duty and any other impost or levy for
the transfer of the shares of SR SINGAPORE to the ISSUER shall
be borne by the ISSUER.
vi. Announcements. SHAREHOLDER shall at the request of ISSUER
supply ISSUER such information with regards to SR SINGAPORE as
may be required to enable ISSUER to comply with the laws and
regulations of the NASD and the Securities and Exchange
Commission regarding announcements, advertisements or
documents to be issued in connection with the transactions to
which this Agreement relates. The ISSUER agrees that all
announcements or provision of information to any regulatory
authority shall have the prior consent of the SHAREHOLDER.
vii. Time of Essence. Time is of the essence of the Agreement and
of each and every provision hereof.
viii. Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties hereto, and supersedes
all prior agreements and understandings.
ix. Counterparts. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed as
original, but all of which together shall constitute one and
the same instrument.
x. 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 the notice is to be
given, or 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, and by
fax, as follows:
SHAREHOLDER ISSUER
Xxxxxxxx Group Limited SolutionNet International, Inc.
00 Xxxxx Xxxx, #00-00/00 0000 Xxxxxxxxx Xxx, 000X
Xxxxxxxxx 000000 Xxxxxx xxx Xxx, XX 00000
Tel: 00-000-0000 Tel: 0-000-000-0000
Fax: 00-000-0000 Fax: 0-000-000-0000
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IN WITNESS WHEREOF, the undersigned has executed this Agreement this
2nd day of April 1999.
XXXXXXXX GROUP LIMITED SOLUTIONNET INTERNATIONAL, INC.
/s/ V. Suresh /s/ Xxxxxxx X. Xxxxxx
--------------------------------------- ----------------------------------------
Mr. V. Suresh as per the approval of Xxxxxxx X. Xxxxxx as per the approval of
The board of directors and shareholders The board of directors and shareholders
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AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
Exhibit `A'
1) 100,000 ordinary shares of SGD1.00 par held by Xxxxxxxx Group Limited
being the entire issued share capital of SR Singapore Pte Ltd.
Dated this 30th day of March 1999
SolutionNet International, Inc.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Xxxxxxx Xxxxxx, President
SolutionNet International, Inc.
Xxxxxxxx Group, Ltd
By: /s/ V. Suresh
-----------------------------------
V. Suresh, Chairman
Xxxxxxxx Group, Ltd.
